cost and commercial viability: funding and financing

13. Cost andCommercial Viability:Funding andFinancing

Airports Commission

November 2014

PwC Contents

Contents

Important notice 1

Scope and context 2

1 Introduction and Methodology 3

1.1 Introduction 4

1.2 Process 4

1.3 Demand Scenarios 4

1.4 Analysis structure 5

1.5 Approach and Key Assumptions 6

2 Gatwick Airport Second Runway 10

2.1 Introduction 11

2.2 Existing airport financing structure 11

2.3 Proposed scheme financing 12

2.4 Proposal assessment 13

3 Heathrow Airport Northwest Runway 28

3.1 Introduction 29




4 Heathrow Airport Extended Northern Runway 47

4.1 Introduction 48




5 The aeronautical charge context 65

5.1 Introduction and Summary 66

5.2 Comparison with current aero charges at UK and international airports 67

5.3 The relative importance of aero charges to airlines 68

5.4 Case studies 70

Appendices 72

13. Cost and Commercial Viability: Funding and Financing

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This draft document has been prepared for the Airports Commission in accordance with the terms of theProvision of Consultancy for Commercial, Financial and Economic Option Appraisal and Analysis (DfT)framework and the Contract Reference RM 2750 (650) dated 12th February 2014 and solely for the purpose andon the terms agreed with the Airports Commission within the Project Inception Document reference 13.4 dated23 September 2014 (version 1.7). We accept no liability (including for negligence) to anyone else in connectionwith this document.

The discussion in this document relies on information obtained or derived from a variety of industry recognisedor relevant third party sources; and the corresponding sources are indicated clearly in the document. PwC hasnot sought to establish the reliability of those sources or verified the information so provided.

Should any person other than the Airports Commission obtain access to and read this document, such personsaccepts and agrees to the following terms:

1. The reader of this document understands that the work performed by PwC was performed in accordancewith instructions provided by our client, the Airports Commission, and was performed exclusively fortheir benefit and use. The document may therefore not include all matters relevant to the reader.

2. The reader agrees that PwC accepts no liability (including for negligence) to them in connection with thisdocument.

Important notice


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The Airports Commission (AC), an independent commission, was established in 2012 by the UK Government toconsider how the UK can maintain its status as an international hub for aviation in response to increasingconcern over existing and future capacity requirements. Since September 2012, the AC has considered andevaluated a variety of options for meeting the UK’s international connectivity needs, the results of which wereoutlined in the AC’s Interim Report published in December 2013. The Interim Report outlined three firmshort-listed options (one option for an additional runway at Gatwick and two options relating to an additionalrunway at Heathrow). In addition, the option for a new airport development located within the Inner ThamesEstuary was considered further by the AC, with a decision made in September 2014 to not include this in theshortlist. The AC is due to publish its Final Report in the summer of 2015.

This report considers the Funding and Financing of the proposed schemes as part of the Cost and CommercialViability workstream. At a high level, it considers the overall cost of the commercial propositions inclusive offinancing and funding for the schemes. This report is broken down by each scheme into the following sections:

Section 1: Introduction and methodology;

Section 2: Gatwick Airport Second Runway (LGW 2R);

Section 3: Heathrow Airport Northwest Runway (LHR NWR);

Section 4: Heathrow Airport Extended Northern Runway (LHR ENR); and

Section 5: The aeronautical charge context.

This report details and discusses the three shortlisted scheme proposals in relation to:

An assessment of the overall cost of each scheme, including privately funded elements of the schemedrawing on the analysis undertaken in the following reports:

13. Cost and Commercial Viability: Literature Review report; and 13. Cost and Commercial Viability: Financial Modelling Input Costs report.

The scale of private investment required and the conditions needed to make this a desirable propositionfor infrastructure investors; and

The possible quantum and timing of public funding should it be available to fund surface access costs.

It is not the purpose of this report to propose specific options for financing each of the various short-listedproposals, but to assess the range of cost of financing options and their deliverability at a high level.

This report comments on the impact the regulatory environment may have on the financing of the proposedschemes. However, it is the role of the Civil Aviation Authority (CAA) to set the regulatory regime in which UKairports operate. Further information can be found in the CAA’s ‘Economic regulation of new runway capacity– a draft policy’ report dated October 20141.

1 http://www.caa.co.uk/docs/2888/CAP1221.pdf

Scope and context


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1 Introduction andMethodology


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1.1 Introduction

This report provides a high level assessment of the cost and financeability of the commercial proposition tofinance and fund the schemes under consideration. It considers how the three alternative schemes will befinanced, the cost of that finance and the implications of the combined capital and operating costs in relation tothe potential level of aeronautical charges required to fund each scheme.

Unless stated otherwise, the cost and revenue assumptions included in this report are those provided by the ACand the AC’s cost consultants, LeighFisher.

Sections 2 to 4 have been drafted so that they can be read independently from each other, resulting in a level ofrepetition between these sections.

1.2 Process

This document supports the AC in its evaluation of the scheme proposals. This report will be made available forpublic consultation.

1.3 Demand Scenarios

A range of possible demand outcomes may, in reality, arise. This is recognised by the AC in the Strategic Caseand Strategic Fit: Forecasts report, which considers ten different demand scenarios for each scheme. Inassessing the cost and commercial implications, the AC has taken a subset of these scenarios, which reflects thefull range of demand outcomes from the Strategic Fit: Forecasts report. This subset, which forms the basis ofthe detailed analysis in this report, encompasses the following four scenarios for each scheme:

Table 1: Demand Scenarios

LGW 2R LHR NWR LHR ENR

Assessment of Need – CarbonCapped (AoN-CC)



Assessment of Need – Carbon

Traded (AoN-CT)


Traded (AoN-CT)


Traded (AoN-CT)

Low Cost Is King – Carbon Traded

(LCIK-CT)

Global Growth – Carbon Traded

(GG-CT)

Global Growth – Carbon Traded

(GG-CT)

Global Fragmentation – CarbonCapped (GF-CC)



Sources: AC

A description of these scenarios is as follows:

Assessment of Need – This scenario is consistent with the forecasts underpinning the AC’sAssessment of Need. Future demand is primarily determined by past trends and the central projectionspublished by sources such as the Office for Budgetary Responsibility, OECD and IMF;

Global Growth – This scenario sees higher global growth in demand for air travel in the future. Itadopts higher passenger demand from all world regions, coupled with lower operating costs and assumesany actions to manage carbon emissions from aviation (see below) are taken at the global level. The‘Carbon Traded’ version of this scenario sees the highest passenger numbers for the two HeathrowScheme Promoters (SPs);

Low Cost Is King – This scenario sees the low cost carriers strengthening their position in the short-haul market and capturing a substantial share of the long-haul market. As with Global Growth, it also


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sees higher passenger demand from all world regions, lower operating costs, and assumes any actions tomanage carbon emissions from aviation are taken at the global level. The ‘Carbon Traded’ version of thisscenario sees the highest passenger numbers for GAL; and

Global Fragmentation – This scenario sees economies close themselves off by adopting more

conditional and interventionist national policies. As a result, there is a decline in passenger demand from

all world regions, coupled with higher operating costs and no global carbon agreement is reached, leading

to UK introducing unilateral measures on carbon emissions from aviation. The ‘Carbon Capped’ version

of this scenario sees the lowest passenger numbers for all SPs.

Each scenario has two variants, ‘Carbon Capped’ and ‘Carbon Traded’. These are defined as follows:

Carbon Capped – These represent the level of aviation demand consistent with the Climate ChangeCommittee’s (CCC) current assessment of how UK climate change targets can most effectively be met.This means that carbon prices in each forecast are increased to the point the aviation emissions in 2050return to 2005 levels; and

Carbon Traded – These assume that aviation is subject to a carbon price, for example through theEuropean emissions trading scheme or a global market-based measure as proposed by the InternationalCivil Aviation Organisation, but that no specific level of carbon emissions is targeted. The DECC carbonprice forecasts are used in modelling these forecasts. Please refer to the ‘1. Strategic Fit: Forecasts’ reportfor further details on these scenarios. Note that none of these scenarios are considered to be a centralcase.

1.4 Analysis structure

The analysis of the financing and funding aspects of the scheme proposals is built up as follows:

A financial model has been developed for each scheme proposal that considers the scheme developmentas part of the wider corporate airport entity;

Each model uses the AC estimate of capital expenditure (capex), operating costs (opex) and non-aeronautical revenue streams as provided by LeighFisher. Further details on the cost assumptions areavailable in ‘13. Cost and Commercial Viability: Financial Modelling Input Costs’ and the LeighFisher ‘13.Cost and Commercial Viability: Cost and Revenue Identification’ reports for each scheme;

Given these cost and non-aeronautical revenue profiles, the financial models identify the additional debtand equity financing required for each scheme;

Each financial model also estimates the level of aeronautical revenues required for each scheme undereach demand scenario, and therefore the aeronautical charge per passenger, to meet the finance andoperating costs;

It is in the nature of this type of analysis that at this early stage of scheme development there remains arelatively high degree of uncertainty around the actual cost of any particular scheme. The results of theanalysis should therefore be considered only as indicative of a point in a particular range; which could inpractice prove to be materially higher or lower. To give an indication of the sensitivity of theseaeronautical charges to changes in key variables, a number of individual sensitivities have been run onthe AoN-CC scenario. These sensitivities are:

Capex +10%; Opex +10%; Non-aeronautical revenues -10%; Debt financing costs (all in rate) +100bps (i.e. 1.00% additional margin added to the cost); Equity return +100bps; Indexation +1%; and Full private sector contribution to surface access costs.

Separately, the AC is considering the impact of potential changes in aeronautical charges on thecompetitiveness of each scheme as part of its broader work on competition. This report includes highlevel commentary on the revenue uncertainty that the aeronautical charges might give rise to;


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Sensitivity analysis on the robustness of a particular finance structure for a scheme once that scheme isunderway is not carried out as part of this report. This report simply considers at a high level how thescheme might be financed at the outset given financiers’ assessment of its financial robustness given itsrisk profile. At the point of determining the appropriate capital structure, potential lenders and creditrating agencies would run a range of such sensitivities; and

This report also identifies the surface access costs associated with each scheme and that such costs couldbe met through different combinations of public and private funding.

1.5 Methodology and Key Assumptions

This section summarises the approach adopted in developing the financial models and highlights a number ofkey assumptions.

It should be noted that many of the assumptions made could be debated in isolation, as the actual capitalstructure, perception of risks, debt and equity terms and regulatory position could be materially different fromthose used in the analysis. The assumptions are designed to be representative in aggregate. They have beenapplied using a consistent methodology across all three schemes. These assumptions are based on current andhistoric information but there is always a risk of material, unforeseen, and adverse future market conditionsaffecting the fund raising process.

1.5.1 General

Corporate Financing – Each new runway proposal will be fully integrated into existing operations andwill be financed corporately on top of any existing financing arrangements.

Capital Structures – The starting point is the existing financing structure for each airport and hasbeen informed by each Scheme Promoter (SP).

Assumptions about how such financing could be structured consider credit rating requirements, financialcovenant restrictions and the existing capital structure for the respective corporate entity and, whereappropriate, have been informed by discussions with SPs.

Aeronautical Charges – The aeronautical charge per passenger will escalate during periods of capex(excluding asset replacement) but otherwise remain constant in real terms. This is to provide an estimatefor the long-run steady-state charge required.

Asset Base – It is assumed that assets are added to the asset base in the year in which the expenditure isincurred and that revenue will increase accordingly thereafter rather than at the next review period. Thisassumption broadly sits between the possible worlds of a RAB only increasing at each review periodfollowing expenditure or, alternatively, the regulator allowing a degree of pre-funding of a RAB before thenecessary expenditure has actually taken place.

Assessment Period – The assessment period for the analysis contained within this report is from 2014to 2050 (inclusive calendar years).

1.5.2 Financing

The funding requirements for each scheme could be met by a range of different financing solutions. Thefollowing section outlines the approach adopted in producing this report.

1.5.2.1 Debt

The majority of expenditure for each scheme is assumed to be financed using long dated, fixed rate corporatebonds. Both Gatwick and Heathrow have existing bond programmes in place and it is assumed that theseprogrammes would be extended as appropriate.

For high capacity markets to be accessible, bonds must have a credit rating of BBB+ or higher (see ‘13. Cost andCommercial Viability: Literature Review’ for further details). It is assumed that Heathrow and Gatwick will


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maintain their current senior credit ratings of A- and BBB+ respectively throughout the assessment period foreach of the schemes (i.e. the credit rating agencies consider that given the risk profile of each and the financialstructure and debt coverage ratios that the current ratings can be sustained).

In determining the appropriate rating, the rating agencies will consider both qualitative and quantitative risksof the respective company:

The qualitative analysis will consider a range of factors including the financial structure of the company,the level of perceived revenue volatility compared to historic norms, cost risks, the track record of thecompany and its perceived ability to deliver the scheme to time and budget. The perception of theregulatory structure and how it can accommodate adverse scenarios will be important to the rating, aswell as the stated intention of the regulator to consider the financing implications of any regulatorysettlement;

The quantitative analysis will consider the net revenue of the company and its forecast ability to meetdebt repayments and interest when due. The credit rating agencies have a set of target ratios that theywould expect to be met and exceeded by a particular company in a particular sector to achieve a specifiedinvestment grade. These ratios themselves will be partly a function of the perceived risk and volatilityinherent in the sector in question;

These key ratios include the following and these are used in this report in determining a suitablecapital structure:

Interest coverage ratio; Net debt to RAB ratio; and Funds From Operations (FFO) to debt ratio.

Any significant capex programme (which all three schemes represent) will have an impact on the credit ratingagency perception of both entities. Such programmes introduce construction risk (including both cost andtiming) which could require a debt pricing premium and may also have credit rating implications.

A range of tenors is available to corporates when issuing bonds. The optimal financing strategy will bedetermined by the company at that time depending on prevailing gilt and interest rates, its exposure to ratemovements and its forecast of long-term rates. The size and scale of finance to be raised may also prompt thecompany to target relatively short term bond finance because of the increase in market size and investorcapacity at those tenors, although this could increase refinancing risk.

Our analysis assumes bonds are issued with a tenor of between 8 and 15 years, depending on the tenor thatresults in a realistic spread of bond maturity dates. Any difference in bond tenor assumptions between schemesis driven by this objective rather than due to underlying differences in the credit characteristics of each scheme.Subsequent bond issues assume they attract rates implied by the gilt yield forward curve. This means that, overthe long term, a series of short term bonds will be priced similarly as one long term bond. Transaction costs,which would be higher for multiple, shorter-term bonds, are not considered to be material to this analysis.

In reality, bonds may be issued in a variety of different currencies. The financial models assume all bonds areissued in GBP and do not include any costs of exchange rate hedging or consequential impacts of includingforeign currencies within the bond programme. However, commentary on the additional liquidity provided byissuing bonds in different currencies is included within this report.

For all three schemes it is assumed that the capital markets will be used, and have the capacity, to refinanceperiodic borrowings under a short term Revolving Credit Facility (RCF) which will be used to provide liquiditybetween bond issues.

The value of each airport’s asset base is forecast to increase over time. Since one of the restrictions on theavailability of debt is the net debt-to-RAB ratio, more debt is available at the end of the assessment period thanthe beginning. However, it is assumed that additional debt is only drawn when required to meet capex fundingrequirements (excluding asset replacement). It is assumed that repayment of existing bonds is in line with thescheduled maturities as determined by the bond issuer. This means that, during periods of no capex, the netdebt-to-RAB ratio will reduce over time.


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1.5.2.2 Debt Pricing

Indicative bond pricing has been determined using the implied forward curve for 10 year gilt rates based onmarket data. A corporate spread is then added to this curve to arrive at indicative pricing for each of theschemes. These spreads are based on recent market data for a range of comparable indices and corporates,including Heathrow and Gatwick’s currently trading debt issues. The spreads assumed for the purposes of thisreport also include a premium for the project risk introduced by each scheme as well as a small buffer to reflectfuture market uncertainty.

A similar approach is adopted for determining indicative pricing for each scheme’s RCF, except that an impliedforward curve for 6 month LIBOR is used as the base rate.

1.5.2.3 Equity

Where credit rating requirements or financing covenants prevent bonds being issued, it is assumed anyshortfalls in funding will be met by raising additional equity. The financial models assume that equity isavailable as required, without restriction, at a price that reflects the risks of each company and a number ofother factors documented in this report.

‘Equity’ could be provided in a number of different forms, such as subordinated debt and pure equity, and stillprovide the loss-absorbing capital required by senior lenders. Typically, the balance between subordinatedloans and pure equity is driven by the tax and accounting analysis. Such structural analysis has not beenundertaken as part of this report and so the models do not distinguish between different forms of loss-absorbing capital. This may mean that the figures in this report include conservative tax estimates.

1.5.2.4 Equity Pricing

A key component of the overall cost of finance will be the return on equity required by the new investors. This rate ofreturn requirement will reflect investors’ perceptions of the construction risk being undertaken by the company,demand volatility and the regulatory environment in which the investment may be made.

In determining the rate of return likely to be required by investors, consideration has been given to a number offactors. In particular:

Existing rates of return on equity seen in comparable airports and other utility sectors;

The size of the proposed investment relative to the existing regulated asset base, recognising any phasingof construction, and therefore the level of cost uncertainty for the company;

The Financial Gearing (the relative size of debt and equity financing);

The perceived level of demand risk;

The nature of the existing investors in each airport and the likely longer-term investors that mightbe introduced;

The high level of competition and investor appetite for infrastructure assets. Such strong appetite can eithermean that long-term, low-cost investors could be accessed at the outset or that investors with slightly higherreturn requirements can invest during the construction phase but realise their return through selling theirholdings at a later date, with a capital gain, to investors with lower return requirements. This potential capitalgain and therefore the consequential rate of return is not included in this report; and

The regulatory environment within which the airports operate. This reflects the subsequent risks of theschemes, the protection that is afforded by the periodic regulatory reviews and the duty of the regulatorto be mindful of the ability of the company to be able to finance its activities.

These target returns are blended returns based on cash flows over the assessment period. It is assumed thatequity holders would seek an annual cash return. Where there are restrictions on distributions, for exampleduring period of capex, the analysis may include periods of low or no dividend payments.


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In reality, the return required by investors would only be determined at the point of investment. This returnmay prove to be different to the assumption in this analysis, once the project risks, regulatory structure,prevailing cost and revenue forecasts and likely levels of demand are better understood. Depending on thequantum required, a premium may also be required to ensure the equity can be placed in the market.

Alternatively, each scheme’s cost of finance may be lower if it can attract long term equity finance frominvestors who consider the investment as low risk and that the finance is prudently structured. The preciseregulatory and commercial structure will be important in ensuring its appeal to such investors. For instance, theregulator could pre-approve expenditure, removing the risk that it would not be allowable in the RAB, allowsome pre-charging of expenditure (adding them to the RAB prior to the airlines benefitting from theexpenditure), consider longer regulatory review periods or provide greater certainty that capex will be acceptedon to the RAB before expenditure is incurred.

1.5.3 Aeronautical charges

The aeronautical charge per passenger is assumed to escalate during periods of capex (excluding asset replacement)but otherwise remain constant in real terms. The profile of aeronautical charges is therefore calculated as follows:

During periods of capex (excluding asset replacement), the total amount of revenue for the airport isdetermined as being the level required to meet all operating costs, asset replacement expenditure andfinancing costs. This total revenue figure, less the non-aeronautical revenues provided by LeighFisher,gives the required aeronautical revenues (nominal) for each year.

At the point in time where the aeronautical charge per passenger peaks in real terms for each phase ofcapex, the aeronautical charge is fixed so as to be constant in real terms until, if applicable, there isanother phase of capex.

This profile is then sized through an iterative process to give the level of aeronautical revenues that willprovide the required return to equity over the assessment period.

The estimate of aeronautical charges is based on cash flow modelling and does not make explicit assumptionsabout how the airports will be regulated in the future.

1.5.4 Tax

Detailed analysis of the direct and indirect tax position of each scheme has not been performed in producingthis report. Instead, high level assumptions have been made to give an approximation of these positions.

Corporation Tax is assumed to be charged at 20% on each entity’s Profit Before Tax after adding backdepreciation and providing for capital allowances. It is not possible to calculate the level of capital allowancesthat would be available to each scheme without undertaking more detailed analysis of the underlying costs. Forthe purpose of this report, capital allowances are assumed to be equal to 20% of the period’s accountingdepreciation based on figures seen elsewhere in the airport sector.

The VAT implications of each proposal cannot be estimated without undertaking detailed analysis outside thescope of this report. For the purpose of this report, it is assumed that VAT would be incurred on all costs exceptfor those relating to staff and charged on all non-aeronautical and aeronautical revenues. Consequently, all VATpaid is assumed to be fully recoverable.

It is possible that a VAT facility would be put in place to manage the working capital requirement this causes.The cost of such a facility is not considered to be material to this analysis and therefore has not been included.


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2 Gatwick Airport SecondRunway


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2.1 Introduction

This section considers the funding and financing arrangements for GAL to deliver the LGW 2R scheme as partof the existing corporate entity. Four demand scenarios have been considered in this analysis as well as anumber of sensitivities based on one of these scenarios (AoN-CC).

To explain the analysis in this report, a step by step build-up of the AoN-CC scenario is provided:

Existing airport financing structure;

Proposed scheme financing; and

Proposal assessment - used to derive aeronautical revenues, which incorporates:

Non-aeronautical revenue assumptions; Cost assumptions; and Financing.

Aeronautical revenues are used to generate an aeronautical charge per passenger profile over the assessmentperiod. The assessment looks at how this profile varies over a range of demand scenarios and sensitivities andconsiders the financing implications.

Except where noted otherwise, this report therefore details the AoN-CC scenario. The costs and non-aeronautical revenues include risk and mitigated OB. For the avoidance of doubt, this is not considered acentral case.

2.2 Existing airport financing structure

The following table summarises the AC’s understanding of GAL’s existing financial structure. Further detail onthe existing financing arrangements including ownership structure is detailed in ‘13. Cost and CommercialViability: Literature Review’.

Table 2: Gatwick Airport’s existing financing structure

Feature Commentary

Financing Structure Current debt consists of:

c. £1.5bn made up of four £300m and one £350m Class A Bonds issued

between 2011 and 2014 and maturing between 2024-39 (scheduled maturity).Weighted average yield of 5.7% (at issue); and

Committed Revolving Credit Facility of £300m (available until 2019 andcurrently undrawn)

Equity of c. £336m (ordinary share capital).

Credit rating: BBB+

Financial Gearing of c.80%.

Debt to Asset Base Gearing of c. 60%.

Aeronautical Charges Q6 average charge per passenger of c. £9 for 2013/14 (in 2014 prices).

Q6 for Gatwick is defined as being 5 years plus a 2 year extension (please see ‘13.

Cost and Commercial Viability: Literature Review’). This report assumes that the 7

year smoothed prices remain in place.

Regulatory WACC Q6 WACC of 5.70% (pre-tax, real).2

2 http://www.caa.co.uk/docs/33/CAP1152LGW.pdf


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Feature Commentary

Revenues Total £593.7m (year end 31 March 2014)

Aero £317.4m

Non-aero £276.3m

RAB £2,498.6m as at 31 March 2014

Sources: Financial accounts, GAL management

2.3 Proposed scheme financing

Table 3 outlines the financing structure for the LGW 2R scheme assumed in this report.

Table 3: LGW 2R assumed financing

Feature Assumptions

Financing Structure GAL’s existing financing strategy extended to cover funding requirements

subject to maintaining its current senior credit rating of BBB+.

Debt funding is the maximum allowable within the credit rating constraints.

Asset replacement costs are funded through operating cash flow.

A £400m RCF is available to provide liquidity between bond issues.

The RCF is refinanced with periodic senior corporate bonds with a BBB+ credit

rating. These bonds:

Have a 10 year tenor; Are issued in a single currency;

Are priced at 200bps above the underlying 10 year gilt forward curve; and Have an issuing fee of 0.65%.

Equity requires a blended cash nominal return (pre-shareholder tax) over the

assessment period of 10%.

Other Public funding available for the full surface access costs. A sensitivity has alsobeen run with no public funding to demonstrate the range of impacts to the SP.

Sources: Financial models

This approach has been informed by the approach identified by GAL within its financing proposal submitted inMay 2014 and through discussions between the AC and the SP. This is outlined in Table 4.

Table 4: GAL's financing proposal

Feature Commentary

Financing Structure GAL proposes to deliver the scheme entirely through an extension of GAL’s

existing financing strategy subject to maintaining its current investment gradecredit rating of BBB+.

GAL proposes that all capex (excluding asset replacement) is funded through

65% debt and 35% equity.


Equity is expected by GAL to be met by its infrastructure fund owners, and

others if needed, through new issues and foregone dividends. GAL has notprovided their assumed required return for equity.

Debt is expected to be raised through a combination of:


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Feature Commentary

c.£400m revolving credit facility;

new Sterling, Euro, USD and CHF bond issuances (which will be used torefinance the credit facility) over 20years at an estimated weighted

average yield of 6%; and a six year £300m EIB facility has also been assumed to be available if

required.

Estimated impact on aeronautical charges Increase to a range of £12-£15 per passenger from the current level of £9 (2014

prices).

The charge is expected to start gradually increasing from 2018/19 as

expenditure ramps up, with a more pronounced step up in 2021/22.

The charge remains constant in real terms from 2039 onwards.

Other The CAA has changed the economic regulation of GAL, moving away from the

previous RAB approach to an operating licence approach underpinned by

‘contracts and commitments’.

GAL notes that the returns forecast in the transition period will be lower than

“traditional” RAB returns and therefore they will require appropriate

mechanisms to be put in place to sufficiently mitigate long term regulatory andGovernment risks (i.e. assurance of future regulatory actions for a longer

period than the current 5 years, due to the period of time that the extensioninvestment case will be assessed over).

GAL has not suggested or provided any assumptions around a suggested

Weighted Average Cost of Capital (WACC) requirement.

Sources: GAL Financing Proposal, May 2014

2.4 Proposal assessment

The following section outlines the revenue, cost and financing assumptions underpinning the AC’s assessmentof the LGW 2R proposal. Four demand scenarios have been considered in this analysis as well as a number ofsensitivities based on one of these scenarios (AoN-CC). The detailed cost and non-aeronautical revenuesassumptions can be found in ‘13. Cost and Commercial Viability: Cost and Revenue Identification GatwickAirport Second Runway’.

2.4.1 Non-aeronautical revenue assumptions

This section provides a summary of the AC’s non-aeronautical revenue assumptions for the LGW 2R schemeincluding GAL’s non-aeronautical revenue estimate based on GAL’s passenger demand scenario.

Non-aeronautical revenues are revenues from services provided by the airport, such as car parks, retail andproperty rental, which do not relate to the aeronautical services. The AC has calculated non-aeronauticalrevenues for the airport to include the additional non-aeronautical revenues which are earned from theimplementation of the LGW 2R scheme and the non-aeronautical revenues earned from existing airportoperations for years 2014-2050.

A detailed explanation of the AC’s methodology and assumptions used in calculating non-aeronautical revenuesis available in ‘13. Cost and Commercial Viability: Cost and Revenue Identification Gatwick Airport SecondRunway’.


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In summary, the approach used by the AC in calculating non-aeronautical revenues is an elasticity3 basedapproach. In applying this approach, the AC first had to establish the non-aeronautical revenue categories forthe airport such as retail and property rental. An appropriate ‘revenue driver’ (e.g. passenger numbers/Terminal space) was then applied to each category to which a degree of elasticity is assumed.

For instance, the non-aeronautical revenues generated from property rental (e.g. airline lounges) is driven bythe size of the terminal where an elasticity of 20% was applied. In this example, it is assumed that the revenuesgenerated from property rental would increase by 20% for a given increase in terminal size.

This elasticity based approach was used to calculate the base revenues to which risk and optimism bias isapplied. The AC has included risk and optimism bias in their calculation of non-aeronautical revenues toaccount for the systematic tendency for the actual revenues received to be lower than forecasted. The AC hasassumed a reduction in the real compounded growth rate of -0.5% for risk and -0.5% for OB.

In providing another view of non-aeronautical revenues, the AC also presents the scheme promoter’s non-aeronautical revenues in this section.

Chart 1 presents two cases of the AC’s non-aeronautical revenues as well as GAL’s view of non-aeronauticalrevenues. Note that the AC’s revenues are based on the AoN-CC passenger forecast and GAL’s revenues arebased on their own passenger forecast.

Table 5: GAL - Non-aeronautical revenues

£’m Real (2014 prices) Nominal NPV (2014)

AC assumptions

Inc. risk 12,798 19,750 6,917

Inc. risk and mitigated OB 12,296 18,889 6,709

GAL assumptions 18,174 28,588 9,375

Sources: LeighFisher, Financial models

Chart 1: GAL – Non-aeronautical revenue

Sources: LeighFisher

3 ‘Elasticity’ in this context refers to how revenues are affected by another parameter – a revenue driver.Revenues are said to be highly elastic when a small change in a revenue driver results in a large change torevenue.

-

100

200

300

400

500

600

700

800

2014 2017 2020 2023 2026 2029 2032 2035 2038 2041 2044 2047 2050

£'m

(real2014)

Year

GAL - Non-aeronautical revenues

AC - risk only

AC - risk andmitigated OB

GAL


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The AC’s revenue profiles include step increases in the years 2030 and 2045 to reflect the completion of phase 1and phase 2 (see the phasing discussion in ‘13. Cost and Commercial Viability: Financial Modelling Input Costs’for further details). The completion of phases 1 and 2 increases the amount of terminal space, car parking bays,and passenger throughput resulting in higher non-aeronautical revenues. GAL’s profile shows a higher growthin non-aeronautical revenues, due mainly to its higher passenger profile compared with the AoN-CC forecast.The main step up in GAL’s profile occurs in 2025, when it is assumed the new runway will be operational.

The difference between the AC’s forecast of total non-aeronautical revenues, £12,296m when compared toGAL’s estimate of £18,174m is due mainly to the following:

The difference in passenger forecasts, where the AC’s AoN-CC passenger forecast is less optimisticrelative to GAL’s forecast;

The difference in elasticity assumptions assumed by GAL and the AC;

The AC’s inclusion of OB (whereas GAL does not include OB in its assessment); and

The difference in risk assumptions applied by the AC and GAL (see ‘13. Cost and Commercial Viability:Cost and Revenue Identification Gatwick Airport Second Runway’)

2.4.2 Cost assumptions

This section presents a summary of the assumed costs. Please refer to ‘13. Cost and Commercial Viability:Financial Modelling Input Costs’ for further details.

2.4.2.1 Airport costs

Table 6 summarises the scheme and core capex, asset replacement costs, and the operating costs over theassessment period.

Table 6: GAL - Airport costs

£’m Real (2014 prices) Nominal

Scheme capex 7,387 12,566

Core capex 3,224 5,800

Asset replacement4 4,408 9,516

Opex 14,521 27,724


4 Including asset replacement costs for both scheme and core capex.


PwC 16

Chart 2: GAL – Capital Expenditure and Operating Costs


The LGW 2R scheme includes a four phase delivery approach of one transition phase (phase 0) and threesubsequent phases (phases 1 to 3). Phase 0 is built to meet air traffic demand with the subsequent phases builtto meet passenger demand.

Chart 2 incorporates three of the four scheme capex phases, core capex, asset replacement and opex throughoutthe assessment period. The three scheme capex phases have peaks of expenditure in 2022, 2027 and 2043 (seethe 13. Cost and Commercial Viability: Financial Model Inputs report for further details on the implications ofthis).

2.4.2.2 Surface access costs

The LGW 2R scheme requires surface access expenditure estimated to be £787m (real 2014). Further details onthese costs can be found in ‘13. Cost and Commercial Viability: Financial Modelling Input Costs’.

Chart 3: GAL – Surface Access Costs

Sources: Jacobs

This expenditure could be funded from a combination of public and private funding. It would be customary foran SP to make a contribution to surface access costs. The AC has not taken a view on the level of contributionbut has considered a range of possible outcomes in its analysis. A decision on the level and timing of acontribution would ultimately be made following discussions between the airport and the relevant public sectorbodies. A sensitivity is included in section 2.4.4.1 to demonstrate what the impact of this would be.

2.4.3 Financing

With the exception of asset replacement costs, all capex is assumed to be funded by debt and equity. Assetreplacement costs are funded by operating cash flows.

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GAL - Capital Expenditure and Operating CostsOpex

Scheme capex

Core capex

Asset replacement

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Year

GAL – Surface Access Costs


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2.4.3.1 Debt

Debt financing is assumed to be in the form of fixed rate corporate bonds. Assumed pricing has beendetermined using the implied forward curve for 10 year gilt rates. A corporate spread is then added to this curveto arrive at indicative pricing for each of the schemes. These spreads are based on recent market data for arange of comparable indices and corporates, including GAL’s currently trading debt issues5. This analysis showsan average spread of approximately 150bps (rounded to the nearest 25bps). Examples of the indices andcomparable corporates used for this analysis can be found in Appendix 3.

A premium of 50bps is then added to reflect the additional project risk introduced by the scheme, future marketuncertainty and the typical additional cost associated with new bonds issues. GAL’s bond pricing is thereforeassumed to be 200bps above the forward curve for 10 year gilt rates.

It is assumed that the bond financing will be used to refinance periodic borrowings under a short termRevolving Credit Facility (RCF) which will be used to provide liquidity between bond issues. A similar approachis adopted for determining indicative pricing for GAL’s RCF, except that an implied forward curve for 6 monthLIBOR is used as the underlying rate.

The average spread for comparable, short-term debt with a credit rating of BBB+ is approximately 125bps. Apremium of 25bps is added to reflect projects risks to give indicative RCF pricing of 150bps above 6 monthLIBOR.

2.4.3.2 Equity

Where credit rating requirements or financing covenants prevent bonds being issued, it is assumed anyshortfalls in funding will be met by raising additional equity. ‘Equity’ could be provided in a number ofdifferent forms, such as subordinated debt and pure equity, and still provide the loss-absorbing capital requiredby senior lenders.

A key component of the overall cost of finance will be the return on equity required by the new investors. Thisrequired rate of return will reflect investors’ perception of the construction risk being undertaken by thecompany, demand volatility and the regulatory environment in which the investment may be made.

In determining the rate of return likely to be required by investors, consideration has been given to a number ofcompeting factors for GAL. In particular:



The Financial Gearing;


Perceived cost risk in the scheme (noting that the cost and non-aeronautical revenue assumptions in thisreport include risk and mitigated optimism bias);

The nature of the existing investors in GAL and likely longer-term investors that might be introduced;


The regulatory environment within which the airport operates. This reflects the subsequent risks of thescheme, the protection that is afforded by the periodic regulatory reviews and the duty of the regulator tobe mindful of the ability of the company to be able to finance its activities.

5 As at 25th September 2014.


PwC 18

Given all of these considerations, the analysis assumes a 10% pre-shareholder tax nominal rate of return forequity. This is a target blended return based on cash flows over the assessment period. It is assumed that equityholders would seek an annual cash return. Where there are restrictions on distributions, for example duringperiod of capex, the analysis may include periods of low or no dividend payments.

In reality, the return required by investors would only be determined at the point of investment. This returnmay prove to be different to the assumption in our models, once the project risks, regulatory structure,prevailing cost and revenue forecasts and likely levels of demand are better understood. Depending on thequantum required, a premium may also be required to ensure the equity can be placed in the market.

Alternatively, the scheme’s cost of finance may be lower if it can attract long term equity finance from investorswho consider the investment as low risk and that the finance is prudently structured. The precise regulatory andcommercial structure will be important in ensuring its appeal to such investors. For instance, the regulatorcould pre-approve expenditure, removing the risk that it would not be allowable in the RAB, allow some pre-charging of expenditure (adding them to the RAB prior to the airlines benefitting from the expenditure),consider longer regulatory review periods or provide greater certainty that capex will be accepted on to the RABbefore expenditure is incurred.

A sensitivity has been run to assess the impact of a 100bps movement in the equity return (see section 2.4.4.1).

The inclusion of financing costs, as well as taxation, to Chart 2 gives the profile in Chart 4.

Chart 4: GAL – Capex, Opex, Financing Cash Flows and Taxation


2.4.4 Revenue

Total revenue for the airport is a combination of non-aeronautical (£18,889m nominal) and aeronauticalrevenues. This total revenue is required to meet the operating and financing costs of the airport, asdemonstrated in Chart 5.

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GAL - Capex, Opex, Financing Cash Flows and Taxation

Debt repayments

Financing costs

Dividends/EquityRepayment

Taxation

Operating expenses

Capital expenditure inc.Asset Replacement


PwC 19

Chart 5: GAL – Cash Flows

Source: LeighFisher

The aeronautical revenues portion of total revenue is £62,380m (nominal) over the assessment period. Thereal aeronautical charge per passenger, as shown in the chart below, reaches £21.34 following the third capexpeak in 2043. The average charge per passenger (weighted by number of passengers) is £16.95 from 2014 to2050.

Chart 6: GAL – AoN-CC Aeronautical Charge Profile

Sources: Financial Models

The AC forecast of aeronautical charges per passenger is higher than the estimate by GAL (a range of £12-£15per passenger). This is primarily due to different passenger demand forecasts, which subsequently impact theconstruction phasing, and the costs themselves. It is worth noting that the also AC applies an OB premium(whereas the SP does not).

Chart 7 provides a comparison of the charges calculated by the AC and the SP for the GAL scheme.

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Financing costs


Taxation

Operating expenses

Capital expenditure

Total revenue

Non-aero revenue

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GAL – AoN-CC Aeronautical Charge Profile

AoN-CC


PwC 20

Chart 7: GAL – Comparison between AC and GAL Aeronautical Charges

Sources: Financial Models, GAL submission6, LeighFisher

2.4.4.1 Aeronautical charge sensitivities

There is an inherent degree of uncertainty over a number of factors which might impact the actual aeronauticalcharge, including the precise capital and operating costs, the cost of finance and changes in passenger numbers.

A range of possible outcomes has been considered by running a number of high level sensitivities to show theimpact on aeronautical charges of specified assumption changes. These sensitivities assume that those changesare known at the outset and are therefore factored into the forecast aeronautical charges.

Table 7: GAL – Aeronautical Charge Sensitivities

Sensitivity Weighted average

aeronautical

charge (£ real

2014)7

Peak

aeronautical

charge (£ real

2014)

Maximum

increase in

debt

(nominal)

Peak debt

outstanding

(nominal)

Maximum

increase in

equity

(nominal)

Peak equity

outstanding

(nominal)

AoN-CC Scenario £16.95 £21.34 £10.4bn £11.9bn £2.4bn £2.7bn

Capex +10% £18.22 £23.08 £11.6bn £13.2bn £2.6bn £3.0bn

Opex +10% £18.04 £22.82 £10.4bn £11.9bn £2.4bn £2.7bn

Non-aeronautical

revenues -10%

£17.81 £22.51 £10.4bn £11.9bn £2.4bn £2.7bn

All-in cost of debt

+100bps

£17.59 £22.23 £10.4bn £11.9bn £2.4bn £2.7bn

Equity return

+100bps

£17.60 £22.24 £10.4bn £11.9bn £2.4bn £2.7bn

Inflation +100bps £15.37 £19.20 £14.4bn £15.9bn £2.3bn £2.6bn

Full private sector

contribution to

surface access

costs

£17.89 £22.74 £10.7bn £12.2bn £2.7bn £3.1bn


6 In the above chart the GAL assumption for aeronautical charges per passenger is estimated based on the chartwithin the GAL submission.7 For the duration of the assessment period (2014 to 2050).

0

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30

40

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90

100

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ger

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eal2014)

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GAL - Comparison between AC and GAL Aeronautical ChargesAoN-CC

GAL

AC PAX

GAL PAX


PwC 21

Chart 8: GAL – Aeronautical Charges per passenger (Sensitivities)


These sensitivity results demonstrate the variability in aeronautical charges per passenger. With the exceptionof the inflation sensitivity, all of these represent an adverse impact on the schemes and therefore require anincrease in aeronautical charges per passenger. Conversely, if capex was reduced or non-aeronautical revenueswere increased, for example, the opposite effect would be observed.

The decrease in aeronautical charges when increasing inflation by 100bps is due to the fact that the assumed debtstructures do not include inflation-linked financing. Therefore, while the operating and construction costs changewith inflation, the consequential financing costs do not. Aeronautical charges, which are subject to inflation, pay forboth operating costs and financing costs and so a lower real charge is required with higher inflation.

Please see the section 5 for further details on the impact aeronautical charges may have on demand.

2.4.5 Funding requirement

Building a new runway at Gatwick will be a major undertaking. Currently GAL has around £1.6bn in long-termdebt and £336m in equity. The AoN-CC scenario suggests GAL may have to increase the maximum debt andequity outstanding by the order of £10.4bn and £2.4bn respectively. This is a material increase from thecurrent levels. Chart 9 shows the increase in debt and equity outstanding compared with GAL’s capexrequirements.

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eal2014)

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GAL - Aeronautical Charges per passenger (Sensitivities)

AoN - Carbon Capped

Capex +10%

Opex +10%

Non-aero revenues -10%

Cost of debt +100bps

Equity return +100bps

Inflation +100bps

Private sectorcontribution forsurface access costs


PwC 22

Chart 9: GAL – Debt and Equity Balances vs Capex


Over the assessment period, debt is repaid in line with the scheduled bond maturities. However, since there is aconstant core capex funding requirement, the net impact on the outstanding balance is that it stays roughlyconstant between each phase of scheme capex.

As shown in Table 7, the required increase in debt and equity could be larger depending on a number of factors.As an example, the sensitivity with the largest increase (full private sector contribution to surface access costs)requires an increase to the maximum debt and equity outstanding balances by approximately £10.7bn (to£12.2bn) and £2.7bn (to £3.1bn) respectively.

2.4.6 Demand scenarios

As well as considering sensitivities around the AoN-CC demand scenario, a further four demand scenarios havebeen analysed as part of this report.

Chart 10: GAL – passenger demand scenarios

Source: LeighFisher

2.4.6.1 Aeronautical charges

The indicative aeronautical revenues calculated for each of the four demand scenarios result in an estimatedaeronautical charge per passenger profile over the assessment period. Table 8 and Chart 11 illustrate theseprofiles and the average (weighted by passenger volume) passenger charge for each scenario.

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CapitalE

xpenditure

(£'m

nom

inal)

Debtand

Equity

Bala

nces

(£'m

nom

inal)

Year

GAL – Debt and Equity Balances vs Capex

Scheme capex

Core capex

Asset replacement

Debt balance

Equity/Subdebtbalance

0

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120

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GAL – passenger demand scenarios

AoN-CC

AoN-CT

LCIK-CT

GF-CC


PwC 23

Table 8: GAL Demand Scenarios – Aeronautical Charges

£ real (2014) AoN-CC AoN-CT LCIK-CT GF-CC

Charge peak £21.34 £23.48 £16.46 £22.31

Weighted average (2024-2050) £18.76 £19.28 £16.33 £18.29



Chart 11: GAL – Aeronautical Charges


Note that while the weighted averages for GF-CC appear comparable to AoN-CC, this is driven by ending theassessment period in 2050. The GF-CC capex, and therefore increase in aeronautical charges, occurs later in theassessment period and so there is a shorter period of time at the peak charge.

2.4.6.2 Debt and Equity

The four demand scenarios require the following quantum of debt and equity financing.

Table 9: GAL debt and equity financing requirement

AoN-CC AoN-CT LCIK-CT GF-CC

Increase in maximum debt outstanding £10.4bn 14.3bn £9.3bn £12.3bn

Increase in maximum equity outstanding £2.4bn £2.5bn £3.7bn £3.1bn


The increase in debt and equity required for each scenario reflects the availability of debt, given the credit ratingrestrictions, over the assessment period. Debt, to the extent available, is always drawn ahead of equity. In earlyperiods, there is a greater restriction on the quantum of debt that can be drawn.

Demand scenarios with greater capex during the early stages of the assessment period, such as LCIK-CT, aretherefore unable to draw as much debt. In later stages, capex can be funded by a greater proportion of debt.This can be seen in both the AoN-CT and GF-CC scenarios.

Charts 12 to 15 show the different cash flows and debt requirements for each demand scenario.

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GAL – Aeronautical Charges

AoN-CC

AoN-CT

LCIK-CT

GF-CC


PwC 24

Chart 12: GAL – AoN-CC Cash Flows vs Debt Balance


Chart 13: GAL – AoN-CT Cash Flows vs Debt Balance


(20,000)

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GAL – AoN-CC Cash Flows vs Debt Balance

Debt repayments

Financing costs


Taxation

Operating expenses


Total Fixed Rate Debt

Total revenue

Non-aero revenue

Net Debt

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GAL – AoN-CT Cash Flows vs Debt Balance

Debt repayments

Financing costs


Taxation

Operating expenses



Total revenue

Non-aero revenue

Net Debt


PwC 25

Chart 14: GAL – LCIK-CT Cash Flows vs Debt Balance


Chart 15: GAL – GF-CC Cash Flows vs Debt Balance


2.4.7 Financing implications

The LGW 2R scheme could require an increase to the maximum debt and equity outstanding in the order of£14.4bn and £3.7bn respectively. This is a material change from GAL’s current position with debt outstandingof £1.6bn (9-fold increase) and equity outstanding of £336m (an 8-fold increase).

(20,000)

(15,000)

(10,000)

(5,000)

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al)

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GAL – LCIK-CT Cash Flows vs Debt Balance

Debt repayments

Financing costs


Taxation

Operating expenses



Total revenue

Non-aero revenue

Net Debt

(20,000)

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al)

Year

GAL – GF-CC Cash Flows vs Debt Balance

Debt repayments

Financing costs


Taxation

Operating expenses



Total revenue

Non-aero revenue

Net Debt


PwC 26

Furthermore, in order to refinance bonds as they reach their scheduled maturity, GAL would need to access asignificant amount of financing over the assessment period to 2050, as shown in Chart 16. It is unlikely that theGBP bond market alone would have sufficient liquidity to fund this scheme. Therefore, GAL would likely needto issue bonds in a number of different currencies.

Chart 16: GAL – Bond Financing Uses


Including bond refinancing, it is estimated that GAL will need to issue debt of around £7bn from 2024 to 2029,just under £8bn from 2034 to 2039 and around £12.5bn from 2041 to 2049. In any given year this couldrequire debt issuances of up to £2bn. This level of finance is not unprecedented for infrastructure projects andairports. However, it is significantly larger than the company’s individual bond issuances to date (around£300m to £350m). To add context to this figure, the biggest individual bond issue by a UK corporate since2013 was around £3.5bn by Vodafone which has a senior credit rating of A-8 (a list of all UK corporate bondissuances over £1.5bn since the beginning of 2013 can be found in Appendix 4).

The appetite and capacity of investors (both existing and new), including any concentration restrictions oninvestment by individual investors, would be an important factor in determining the price at which financing isavailable.

Equity financing will have to command sufficient returns and be prudently structured to attract investors giventhe risks the scheme entails. Our estimates have assumed a 10% nominal pre-shareholder tax rate of return toequity, having considered a range of factors. The actual rate required to attract investors may prove to bedifferent, once the risks, regulatory structure, actual costs and likely levels of demand are better understood.

The ability of GAL’s existing investors to meet the full equity requirement or their strategy to broaden theshareholder base would need to be considered in the context of capital available to those investors and anyapplicable concentration restrictions.

The scheme’s cost of finance could be lower if it can attract long term equity finance from investors whoconsider the investment as low risk and that the finance is prudently structured. The precise regulatory andcommercial structure will be important in ensuring its appeal to such investors. For instance, the regulatorcould pre-approve expenditure, removing the risk that it would not be allowable in the RAB, allow some pre-charging of expenditure (adding them to the RAB prior to the airlines benefitting from the expenditure),consider longer regulatory review periods or provide greater certainty that capex will be accepted on to the RABbefore expenditure is incurred.

8 Thomson Reuters EIKON, 10th October 2014.

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Bond refinancing

Capex financing


PwC 27

Even with such a supportive regulatory approach, the capital structure will also need to take account of theimplications of the forecast aeronautical charges post completion of the runway and the uncertaintysurrounding the aeronautical revenue. The increase in charges at Gatwick from £9 per passenger (real 2014) toa range of weighted average aeronautical charges of £15-£18 per passenger means that there will be increaseddemand risk to the project and financiers may not assume that any charge allowed by the regulator could inpractice be successfully passed to the airlines. The capital structure will need to consider this uncertainty. Inparticular:

The level of debt that can be raised consistent with a BBB+ credit rating may be reduced, to giveconfidence to the credit rating agencies that the risk that debt cannot be serviced as due is kept at aninvestment grade level;

As a corollary to lower debt, the level of equity required will increase, which will increase the overallweighted cost of capital; and

The increased demand risk may mean that the return on equity required will increase, in addition to thelower gearing (debt to equity), again increasing the weighted average cost of capital.

The GAL scheme is within a range of financing previously achieved for infrastructure projects and airports andit is likely that sufficient equity and debt would be available. It does, however, represent a significant increase indebt and equity from the airport’s current position which would need to be considered in determining anddelivering the appropriate capital structure. Consultation may inform further analysis of the market capacityand appetite for such levels of financing, including debt, equity and any subsequent hedging requirements.


PwC 28

3 Heathrow AirportNorthwest Runway


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3.1 Introduction

This section considers the funding and financing arrangements for HAL to deliver the LHR NWR scheme aspart of the existing corporate entity. Four demand scenarios have been considered in this analysis as well as anumber of sensitivities based on one of these scenarios (AoN-CC).



Proposed scheme financing; and

Proposal assessment – used to derive aeronautical revenues, which incorporates:



Except where noted otherwise, this report therefore details the AoN-CC scenario. The costs and non-aeronautical revenues include risk and mitigated OB. For the avoidance of doubt, this is not considered as acentral case.


The following table summarises the AC’s understanding of HAL’s existing financial structure. Further detail onthe existing financing arrangements including ownership structure is detailed in ‘13. Cost and CommercialViability: Literature Review’.

Table 10: Heathrow Airport's existing financial structure

Feature Commentary


c. £11.7bn made up of multiple bonds consisting of Class A Bonds (rated A-) and

Class B bonds (rated BBB). HAL has also indicated that a small amount relates toClass C bonds (rated BB). Bonds are issued in GBP, USD, EUR, CAD, CHF over a

range of tenors; fixed-rate, index-linked and zero-coupon bonds. Around 60%maturing by 2024; and

£275m of Class A and Class B revolving credit facilities.

Equity of c. £2.7bn (ordinary share capital).

Senior credit rating: A-.


Debt to Asset Base Gearing of c. 80%.

Aeronautical Charges Q6 average charge per passenger of c. £20.

Regulatory WACC Q6 WACC of 5.35% (pre-tax, real)9.

Revenues Total £2.5bn (year end 31 December 2013)



PwC 30

Feature Commentary

Aeronautical £1.5bn

Non-aeronautical £1.0bn

RAB £14,585m as of 31 December 2013.

Sources: Financial accounts, HAL Management


Table 11 outlines the financing structure for the LHR NWR scheme assumed in this report.

Table 11: LHR NWR assumed financing

Feature Assumptions

Financing Structure HAL’s existing financing strategy extended to cover funding requirements

subject to maintaining its current senior credit rating of A-.

Debt funding is the maximum allowable within the credit rating constraint.


A £1bn RCF is available to provide liquidity between bond issues.

The RCF is refinanced with periodic senior corporate bonds with an A- creditrating. These bonds:

Have a 9 year tenor;

Are issued in a single currency; Are priced at 175bps above the underlying 10 year gilt forward curve; and

Have an issuing fee of 0.65%.



Other Public funding available for the full surface access costs. A sensitivity has also

been run with no public funding to demonstrate the range of impacts to the SP.


This approach has been informed by the approach identified by HAL within its financing proposal submitted inMay 2014 and discussed between the AC and SP. This is outlined in Table 12.

Table 12: HAL's financing proposal

Feature Commentary

Financing Structure HAL proposed scheme to predominantly be financed corporately by Heathrowwith some government support.

HAL suggests that this could be predominantly privately financed through an

increase of 50% to 100% in HAL’s exposure to the sterling bond market – i.e.

additional exposure of up to c. £8bn, and further diversification into non-sterlingmarkets.

HAL also suggests infrastructure funds and the EIB as potential sources.

Estimated impact on aeronautical charges Increase from £20 per passenger (Q6 average charge) to an average charge of

under £24 during the period 2019-48 (with a peak charge of £27.5 between 2034

and 2038). After this period, HAL has said the charges should return to currentlevels.

A pre-funding approach will be used to raise charges prior to the assets


PwC 31

Feature Commentary

delivering the additional revenue.

Other HAL proposes to use the current RAB based approach to finance the expansion.

However, it has caveated that the following changes will be needed to minimise

the overall risk and support the financeability of the option:

A guarantee that all efficiently incurred capex (including developmentcosts) is included in the RAB, with safeguards to prevent write-downs; and

Clarity and necessary assurances that surface access infrastructure outsidethe airport would be funded by the Government.

HAL has suggested that there needs to be recognition that long term investment

in major new airport infrastructure requires greater certainty on the long termreturn to shareholders, with implications for the structure of the regulatory

period:

A mechanism to provide investors with a longer visibility horizon for theWACC;

Adoption of a higher WACC to cover the additional risks of capacityexpansion; and

Mitigation of the heightened risk to the airport with additional measures.These could include revenue and cost risk sharing between the airport and

the airlines and options for re-opening arrangements.

HAL has assumed a Weighted Average Cost of Capital (WACC) of 6% for

modelling purposes but indicated this is not achievable and will need to behigher.

HAL has suggested consideration of some government support measures such as

the UK Guarantees Scheme being deployed to wrap (at least in part) bondissuances to help overcome capacity constraints in the Sterling market.

HAL has suggested that surface access infrastructure outside the airport would

be funded by the Government. Government funding is assumed for off-airport

rail and road access and HAL assumes 50% of M25 re-routing costs in itssubmission for this purpose.

Sources: HAL Financing Proposal, May 2014


The following section outlines the revenue, cost and financing assumptions underpinning the AC’s assessmentof the LHR NWR proposal. Four demand scenarios have been considered in this analysis as well as a number ofsensitivities based on one of these scenarios (AoN-CC). The detailed cost and non-aeronautical revenuesassumptions can be found in ‘13. Cost and Commercial Viability: Cost and Revenue Identification HeathrowAirport North West Runway’.


This section provides a summary of the AC’s non-aeronautical revenue assumptions for the LHR NWR schemeincluding HAL’s non-aeronautical revenue estimate based on HAL’s passenger demand scenario.

Non-aeronautical revenues are revenues from services provided by the airport, such as car parks, retail andproperty rental, which do not relate to the aeronautical services. The AC has calculated non-aeronauticalrevenues for the airport to include the additional non-aeronautical revenues which are earned from theimplementation of the LHR NWR scheme and the non-aeronautical revenues earned from existing airportoperations for years 2014-2050.

A detailed explanation of the AC’s methodology and assumptions used in calculating non-aeronautical revenuesis available in ‘13. Cost and Commercial Viability: Cost and Revenue Identification Heathrow Airport NorthWest Runway’.


PwC 32

In summary, the approach used by the AC in calculating non-aeronautical revenues is an elasticity basedapproach. In applying this approach, the AC first had to establish the non-aeronautical revenue categories forthe airport such as retail and property rental. An appropriate ‘revenue driver’ (e.g. passenger numbers/Terminal space) was then applied to each category to which a degree of elasticity is assumed.

For instance, the non-aeronautical revenues generated from property rental (e.g. airline lounges) is driven bythe size of the terminal where an elasticity of 20% was applied. In this example, it is assumed that the revenuesgenerated from property rental would increase by 20% of the incremental increase in terminal size.



Chart 17 presents two cases of the AC’s non-aeronautical revenues as well as HAL’s view of non-aeronauticalrevenues. Note that the AC’s revenues are based on the AoN-CC passenger forecast and HAL’s revenues arebased on their own passenger forecast.

Table 13: HAL - Non-aeronautical revenues


AC assumptions

Inc. risk 45,314 69,402 24,853


HAL assumptions 45,293 68,968 25,026


Chart 17: HAL – Non-aeronautical revenues


The AC’s revenue profiles display noticeable increases in 2026. This coincides with the opening of the new thirdrunway which allows for higher passenger capacity in the airport. It is assumed that this higher passengercapacity will drive increased traffic through the airport increasing non-aeronautical revenues.

-

200

400

600

800

1,000

1,200

1,400

1,600

2014 2017 2020 2023 2026 2029 2032 2035 2038 2041 2044 2047 2050

£'m

(real2014)

Year

HAL – Non-aeronautical revenues

AC inc. Risk

AC inc. Risk +Mitigated OB

HAL inc. Risk


PwC 33

Because passenger numbers are a significant revenue driver, HAL’s profile looks similar to the AC’s profile as HAL’spassenger forecast is only marginally different to the AoN-CC passenger forecast. However, from 2041, HAL’s profilestarts to decline due to HAL’s application of a 1.1% decrease in revenue growth rate per passenger relative to the AC’s0.8%.

The difference between the AC’s forecast of total non-aeronautical revenues, £43,589m when compared toHAL’s estimate of £45,293m is due mainly to:

The difference in elasticity assumptions applied by the AC and HAL;

The difference in revenue growth rate assumptions applied by the AC and HAL;

The AC’s inclusion of OB (which is not included by HAL in its assessment); and

The difference in risk assumptions applied by the AC and HAL.




Table 14 summarises the scheme and core capex, asset replacement costs, as well as the operating costs over theassessment period.

Table 14: HAL airport costs

£’m Real (2014 prices) Nominal


Core capex 13,069 21,383

Asset replacement10 16,784 34,013

Opex 49,884 93,596


10 Including asset replacement costs for both scheme and core capex.


PwC 34

Chart 18: HAL – Capex and Opex


Scheme capex occurs from 2019 to 2035, with minimal expenditure from 2028 onwards. Capex relating to thecore airport occurs from 2016 to 2036 but peaks towards the latter stages of this period, creating the twohumped capex profile illustrated in Chart 18. This core capex relates to expenditure that could be expected totake place regardless of whether new runway capacity is developed at the airport. These costs are separate anddistinct from the scheme capex.


The LHR NWR scheme requires surface access expenditure estimated to be £5.7bn (real 2014). Further detailson these costs can be found in ‘13. Cost and Commercial Viability: Financial Modelling Input Costs’.

Chart 19: HAL – Surface Access Costs

Sources: Jacobs

This expenditure could be funded from a combination of public and private sources. It would be customary foran SP to make a contribution to surface access costs. The AC has not taken a view on the level of contributionbut has considered a range of possible outcomes in its analysis. A decision on the level and timing of acontribution would ultimately be made following discussions between the airport and the relevant public sectorbodies. A sensitivity is included in section 3.4.4.1 to demonstrate what the impact of this would be.

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(no

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HAL - Capex and Opex

Opex

Scheme capex

Core capex

Asset replacement

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(real2014)

Year

HAL – Surface Access Costs


PwC 35

3.4.3 Financing

With the exception of asset replacements costs, all capex is assumed to be funded by debt and equity. Assetreplacement costs are funded by operating cash flows.

3.4.3.1 Debt

Debt financing is assumed to be in the form of fixed rate corporate bonds. Assumed pricing has beendetermined using the implied forward curve for 10 year gilt rates. A corporate spread is then added to this curveto arrive at indicative pricing for each of the schemes. These spreads are based on recent market data for arange of comparable indices and corporates, including HAL’s currently trading debt issues11. This analysisshows an average spread of approximately 125bps (rounded to the nearest 25bps). Examples of the indices andcomparable corporates used for this analysis can be found in Appendix 3.

A premium of 50bps is then added to reflect the additional project risk introduced by the scheme, future marketuncertainty and the typical additional cost associated with new bonds issues. HAL’s bond pricing is thereforeassumed to be 175bps above the forward curve for 10 year gilt rates.

It is assumed that the bond financing will be used to refinance periodic borrowings under a short termRevolving Credit Facility (RCF) which will be used to provide liquidity between bond issues. A similar approachis adopted for determining indicative pricing for HAL’s RCF, except that an implied forward curve for 6 monthLIBOR is used as the underlying rate.

The average spread for comparable, short-term debt with a credit rating of A- is approximately 100bps. A premiumof 25bps is added to reflect projects risks to give indicative RCF pricing of 125bps above 6 month LIBOR.

3.4.3.2 Equity

Where credit rating requirements or financing covenants prevent bonds being issued, it is assumed anyshortfalls in funding will be met by raising additional equity. ‘Equity’ could be provided in a number of differentforms, such as subordinated debt and pure equity, and still provide the loss-absorbing capital required bysenior lenders.


In determining the rate of return likely to be required by investors, consideration has been given to a number ofcompeting factors for HAL. In particular:






The nature of the existing investors in HAL and likely longer-term investors that might be introduced;

The high level of competition and investor appetite for infrastructure assets. Such strong appetite caneither mean that long-term, low-cost investors could be accessed at the outset or that investors withslightly higher return requirements can invest during the construction phase but realise their return



PwC 36

through selling their holdings at a later date, with a capital gain, to investors with lower returnrequirements. This potential capital gain and therefore the consequential rate of return is not included inthis report; and





A sensitivity has been run to assess the impact of a 100bps movement in the equity return (see section 3.4.4.1).


Chart 20: HAL – Capital Expenditure, Operating Costs, Financing Cash Flows and Taxation


3.4.4 Revenue


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2014 2017 2020 2023 2026 2029 2032 2035 2038 2041 2044 2047 2050

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HAL – Capital Expenditure, Operating Costs, Financing Cash Flows and TaxationDebt repayments

Financing costs

Dividends/Equity

Taxation

Operating expenses

Capital expenditure inc. AssetReplacement


PwC 37

Chart 21: HAL – Cash Flows


The aeronautical revenues portion of total revenue is £223,161m (nominal) over the assessment period. Thereal aeronautical charge per passenger, as shown in Chart 22, reaches £31.31 following the second peak in capexin 2034. The average charge per passenger (weighted by number of passengers) is £28.91 from 2014 to 2050.

Chart 22: HAL – AoN-CC Aeronautical Charge Profile


The AC forecast of aeronautical charges per passenger is higher than those made by HAL despite the AC’s and

HAL’s passenger demand forecasts being similar, as shown in Chart 23. This is primarily due to differences in

the assessment of cost (see report ‘13. Cost and Commercial Viability: Financial Modelling Input Costs’).

There are two step increases in the aeronautical charges per passenger profile reflecting the two expansionphases of the HAL scheme. The first peak in the charges in 2024 is due to high capex on major terminal andthird runaway works whereas the second peak in 2034 is attributed to further development such as car parkworks, satellite and other items.

Chart 23: HAL – Comparison between AC and HAL Passenger Forecasts

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HAL – Cash flows

Debt repayments

Financing costs

Dividends/Equity

Taxation

Operating expenses


Total revenue

Non-aero revenue

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eal2014)

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HAL – AoN-CC Aeronautical Charge Profile

AoN-CC


PwC 38


An aeronautical charge profile was not included in the LHR NWR proposal, however it was stated that the peakcharge would be around £27.50.




Table 15: HAL – Aeronautical Charge Sensitivities

Sensitivities Weighted average

aeronautical

charge (£ real

2014)12

Peak

aeronautical

charge (£ real

2014)

Maximum

increase in

debt

(nominal)

Peak debt

outstanding

(nominal)

Maximum

increase in

equity

(nominal)

Peak equity

outstanding

(nominal)


Capex +10% £30.70 £33.39 £28.8bn £40.5bn £5.4bn £8.0bn

Opex +10% £30.25 £32.78 £26.1bn £37.8bn £4.1bn £6.8bn

Non-aeronautical

revenues -10%

£29.95 £32.46 £26.2bn £38.0bn £4.2bn £6.9bn

All-in cost of debt

+100bps

£30.25 £32.94 £26.3bn £38.0bn £4.4bn £7.0bn

Equity return

+100bps

£30.11 £32.71 £24.9bn £36.6bn £3.7bn £6.4bn


Full private sector

contribution to

surface access

costs

£31.32 £34.20 £29.9bn £41.6bn £5.9bn £8.6bn

12 For the duration of the assessment period (2014 to 2050).

0

20

40

60

80

100

120

140

160

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35.00

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'mp

assen

ger

£(r

eal2014)

Year

HAL – Comparison between AC and HAL Passenger Forecasts

AoN-CC

AC PAX

HAL PAX


PwC 39


Chart 24: HAL – Aeronautical Charges per passenger (sensitivities)





0.00

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30.00

35.00

40.00

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£(r

eal2014)

Year

HAL – Aeronautical Charges per passenger (sensitivities)

AoN - Carbon Capped

Capex +10%

Opex +10%




Inflation +100bps

Private sectorcontribution for surfaceaccess costs


PwC 40


Building a new runway at Heathrow will be a major undertaking. Currently, HAL has around £2.7bn in equityand £11.7bn in debt. The AoN-CC scenario suggests HAL may have to increase the debt and equity outstandingby the order of £25.9bn and £4.2bn respectively. Chart 25 shows the increase in debt and equity outstandingcompared with HAL’s capex requirements.

Chart 25: HAL – Debt and Equity Balances vs Capex


Throughout the assessment period, debt is repaid in line with the scheduled bond maturities. Following themain capex phase (excluding asset replacement), the total debt balance reduces over time.

As shown in Table 15, the required increase in debt and equity could be larger depending on a number offactors. As an example, the sensitivity with the largest increase (full private sector contribution to surface accesscosts) requires an increase to the maximum debt and equity outstanding balances by approximately £29.9bn (to£41.6bn) and £5.9bn (to £8.6bn) respectively.

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CapitalE

xpenditure

(£'m

nom

inal)

Debtand

Equity

Bala

nces

(£'m

nom

inal)

Year

HAL - Debt and Equity Balances vs Capex

Scheme capex

Core capex

Assetreplacement

Debt balance



PwC 41

3.4.6 Demand Scenarios


Chart 26: HAL – Passenger Demand Scenarios


3.4.6.1 Aeronautical Charges


Table 16: HAL Demand Scenarios – Aeronautical Charges

£ real (2014) AoN-CC AoN-CT GG-CT GF-CC

Charge peak £31.31 £30.29 £30.03 £31.88




0

20

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120

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160

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ger

Year

HAL – Passenger Demand Scenarios

AoN-CC

AoN-CT

GG-CT

GF-CC


PwC 42

Chart 27: HAL – Aeronautical Charges


These profiles demonstrate the impact that differing demand assumptions and timing of expenditure can haveon the aeronautical charge profile. As an example, the GG-CT scenario requires the majority of capex to happenearlier and in a single phase. This results in an aeronautical charge profile that increases to a higher amountbut does not require a second ‘step’.

The estimated aeronautical charge profiles included in this report are dependent on the underlyingassumptions and could therefore, in reality, be different for a number of reasons.



Table 17: HAL debt and equity financing requirements

AoN-CC AoN-CT GG-CT GF-CC

Additional debt requirement £25.9bn £28.8bn £27.8bn £26.1bn

Additional equity requirement £4.2bn £5.4bn £8.4bn £5.3bn



Demand scenarios with greater capex during the early stages of the assessment period, such as GG-CT, aretherefore unable to draw as much debt. In later stages, capex can be funded by a greater proportion of debt.


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35.00

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eal2014)

Year

HAL – Aeronautical Charges

AoN-CC

AoN-CT

GG-CT

GF-CC


PwC 43

Chart 28: HAL – AoN-CC Cash Flows vs Debt Balance


Chart 29: HAL – AoN-CT Cash Flows vs Debt Balance


(50,000)

(40,000)

(30,000)

(20,000)

(10,000)

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20,000

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(no

min

al)

Year

HAL - AoN-CC Cash Flows vs Debt Balances

Debt repayments

Financing costs

Dividends/Equity

Taxation

Operating expenses



Total revenue

Non-aero revenue

Net Debt

(50,000)

(40,000)

(30,000)

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(10,000)

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20,000

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min

al)

Year

HAL - AoN-CT Cash Flows vs Debt Balance

Debt repayments

Financing costs

Dividends/Equity

Taxation

Operating expenses



Total revenue

Non-aero revenue

Net Debt


PwC 44

Chart 30: HAL – GG-CT Cash Flows vs Debt Balance


Chart 31: HAL – GF-CC Cash Flows vs Debt Balance


(50,000)

(40,000)

(30,000)

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al)

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HAL - GG-CT Cash Flows vs Debt Balance

Debt repayments

Financing costs

Dividends/Equity

Taxation

Operating expenses



Total revenue

Net Debt

Non-aero revenue

(50,000)

(40,000)

(30,000)

(20,000)

(10,000)

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(no

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al)

Year

HAL - GF-CC Cash Flows vs Debt Balance

Debt repayments

Financing costs

Dividends/Equity

Taxation

Operating expenses



Total revenue

Non-aero revenue

Net Debt


PwC 45


The LHR NWR scheme could require an increase to the maximum debt and equity outstanding in the order of£29.9bn and £8.4bn respectively. Furthermore, in order to refinance bonds as they reach their scheduledmaturity, HAL would need to access a significant amount of financing over the assessment period to 2050, asshown in Chart 32.

It is unlikely that the GBP bond market alone would have sufficient liquidity to fund this scheme. Therefore,HAL would likely need to issue bonds in a number of different currencies to access such liquidity as well asaccess to foreign exchange hedging instruments. It is noted that HAL’s bond programme currently includesGBP, USD, EUR, CAD and CHF bonds.

Chart 32: HAL – Bond Financing Uses


The quantum of debt and equity financing required for the HAL proposal should be considered in the context ofthe wider debt and equity markets. The scheme could put HAL on a similar scale to Network Rail (with long-term debt of c. £35bn) and beyond that of National Grid (c. £25bn), both of which also operate in regulatedenvironments. It should be noted, however, that the LHR NWR scheme is a single infrastructure projectcompared with the incremental enhancements made to an already significant network of assets for NetworkRail and National Grid. The LHR NWR scheme also increases HAL’s debt balance to a similar level of that ofBP, which holds the largest debt balance of any UK corporate (excluding financial entities) with c. £40bn inlong-term debt13.

Of these comparable entities, Network Rail’s outstanding debt is guaranteed by the UK government. Thisguarantee made it easier for Network Rail to access a large quantum of financing. From April 2014 NetworkRail has borrowed directly from the UK Government rather than issuing debt in its own name. The LHR NWRscheme would also create an asset base that should be considered alongside a number of other regulatedmarkets, including water (c. £60bn14) and rail (c. £50bn15).

13 Bureau van Dijk, 13th October 201414 www.ofwat.gov.uk15 Network Rail 2013 Regulatory Financial Statements

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HAL – Bond Financing Uses

Capex financing

Bond refinancing


PwC 46

Furthermore, the total size of investment grade bonds issued by UK corporates in 2013 was c. £46bn (2014, todate: £37bn)16.

While the financing for the HAL scheme is to be raised over an extended period, this includes around £28bnfrom 2022 to 2027 and just under £25bn from 2031 to 2035. In any given year the debt funding requirementpeaks at around £6bn, or 13% of the 2013 total bond issuances; much larger than the biggest individual bondissue by a UK corporate since 2013 (around £3.5bn issued by Vodafone, which also has an A- credit rating)16. Alist of all UK corporate bond issuances over £1.5bn since the beginning of 2013 can be found in Appendix 4.

A major challenge for Heathrow relates to the quantum of finance required. The scale of the finance to be raisedwill mean that the financing will have to command returns sufficient to attract a wide range of investors and bestructured in a way to ensure it is of sufficient credit quality.

In order to place the quantum of equity required by the scheme, the actual rate of return may prove to bedifferent to the 9% nominal, pre-shareholder tax rate of return assumed in this report. Similarly, the actualgearing of the company and level of investment grade debt available would only be determined at the time.Both could only be ascertained once the project risks, regulatory structure, prevailing costs and revenueforecasts and likely levels of demand are better understood.

The ability of HAL’s existing investors to meet the full equity requirement or their strategy to broaden theshareholder base would need to be considered. The LHR NWR scheme requires dedication of large amounts ofboth debt and equity capital by individual investors and any concentration restrictions would need to beconsidered. The appetite and capacity of investors (both existing and new) would be an important factor indetermining the price at which financing is available.

The AC’s forecast scenarios do not suggest a high level of demand risk. It is important to note, however, thatthe projected weighted average aeronautical charges range from £27 to £31 per passenger for the assessmentperiod would represent a significant increase from current levels and would be high relative to other global andEuropean comparators.

All of the above puts the LHR NWR scheme at the highest end of the range of financing for infrastructureprojects and is unprecedented for privately financed airports. Achieving such levels of financing would likely bechallenging and very much dependent on the factors outlined above. Furthermore, accessing such a quantumof capital may have an impact on the pricing of both debt and equity. Consultation may inform further analysisof the market capacity and appetite for such levels of financing, including debt, equity and any subsequenthedging requirements.

16 Thomson Reuters EIKON, 10th October 2014


PwC 47

4 Heathrow AirportExtended NorthernRunway


PwC 48

4.1 Introduction

This section considers the funding and financing arrangements for HAL to deliver the LHR ENR scheme as partof the existing corporate entity. Four demand scenarios have been considered in this analysis as well as anumber of sensitivities based on one of these scenarios (AoN-CC).

The HHL proposal assumes the scheme would be sold to, and subsequently financed by, Heathrow AirportLimited. Therefore, the existing funding structure is the same as that for HAL’s proposal. The possible cost ofHAL purchasing the HHL scheme has not been included in this analysis.



Proposed scheme financing;

Proposal assessment – used to derive aeronautical revenues, which incorporates:



Except where noted otherwise, this report therefore details the AoN-CC scenario. The costs and non-aeronautical revenues include risk and mitigated OB. For the avoidance of doubt, this is not considered as acentral case.


The proposal by HHL assumes that HAL would corporately finance the scheme. The following table summarisesthe AC’s understanding of HAL’s existing financial structure. Further detail on the existing financingarrangements including ownership structure is detailed in ‘13. Cost and Commercial Viability: LiteratureReview’.

Table 18: Heathrow Airport's existing financial structure

Feature Commentary


c. £11.7bn made up of multiple bonds consisting of Class A Bonds (rated A-)

and Class B bonds (rated BBB). HAL has also indicated that a small amountrelates to Class C bonds (rated BB). Bonds are issued in GBP, USD, EUR,

CAD, CHF over a range of tenors; fixed-rate, index-linked and zero-couponbonds. Around 60% maturing by 2024; and

£275m of Class A and Class B revolving credit facilities.

Equity of c. £2.7bn (ordinary share capital).

Senior credit rating: A-.


Debt to Asset Base Gearing of c. 80%

Aeronautical Charges Q6 average charge per passenger of c. £20.


PwC 49

Feature Commentary

Regulatory WACC Q6 WACC of 5.35% (pre-tax, real)17.

Revenues Total £2.5bn (year end 31 December 2013)

Aero £1.5bn

Non-aero £1.0bn

RAB £14,585m as of 31 December 2013

Sources: Financial accounts, HAL Management


Table 19 outlines the financing structure for the LHR ENR scheme assumed in this report.

Table 19: LHR ENR assumed financing

Feature Assumptions

Financing Structure LHR ENR scheme sold to HAL and incorporated within HAL’s financial

structure.

HAL’s existing financing strategy extended to cover funding requirements

subject to maintaining its current senior credit rating of A-.

Debt funding is the maximum allowable within the credit rating constraint.


A £1bn RCF is available to provide liquidity between bond issues.

The RCF is refinanced with periodic senior corporate bonds with an A- credit

rating. These bonds:

Have a 9 year tenor;

Are issued in a single currency; Are priced at 175bps above the underlying 10 year gilt forward curve; and

Have an issuing fee of 0.65%.



Other Public funding available for the full surface access costs. A sensitivity has also

been run with no public funding to demonstrate the range of impacts to the SP.


This approach has been informed by the approach identified by HHL within its financing proposal submitted inMay 2014 and discussions between the AC and the SP. This is outlined in Table 20.

Table 20: HHL’s financing proposal

Feature Commentary

Financing Arrangement HHL’s proposed scheme to be predominantly financed corporately by Heathrow

with some government support. However, no discussions have been undertakenwith HAL on the financing strategy.

HHL assumes that HAL would finance the construction using a combination ofsyndicated non-recourse loans and bond finance. HHL indicates engagement



PwC 50

Feature Commentary

with the EIB would be a possibility for short term debt finance.

Equity raised through infrastructure, pension and sovereign wealth funds.

Estimated impact on aeronautical charges Increase charges from £19.10 per passenger (per end of Q6 settlement in

2018/19) to £22 per passenger (in 2011/12 prices) by 2023.

Other HHL proposes to use the current RAB based approach to finance the expansion.

Assumes core airport infrastructure (excluding HHL interchange and wider rail

infrastructure improvements) will be financed by HAL using the existing RAB

model.

HHL has assumed a Weighted Average Cost of Capital (WACC) of 5.4%.

HHL notes that the Q6 settlement provides benchmarks for the WACC and

average cost of debt but consideration will be needed as to what extent thesebenchmarks will remain valid for the proposed scheme.

The Hub station element could be fully/partially incorporated into the airport

RAB or fully/partially developed and operated by HHL.

Government funding is assumed to fund at least part of the wider rail

infrastructure improvements but they note that they have identified areas ofcommitted expenditure for future rail enhancements, which would no longer be

required under their proposals, thereby offsetting the overall costs.

Sources: HHL Financing Proposal, May 2014


The following section outlines the revenue, cost and financing assumptions underpinning the AC’s assessmentof the LHR ENR proposal. Four demand scenarios have been considered in this analysis as well as a number ofsensitivities based on one of these scenarios (AoN-CC). The detailed cost and non-aeronautical revenuesassumptions can be found in ‘13. Cost and Commercial Viability: Cost and Revenue Identification HeathrowAirport Extended Northern Runway’.


This section provides a summary of the AC’s non-aeronautical revenue assumptions for the LHR ENR schemeincluding HHL’s non-aeronautical revenue estimate based on HHL’s passenger demand scenario.

Non-aeronautical revenues are revenues from services provided by the airport, such as car parks, retail andproperty rental, which do not relate to the aeronautical services. The AC has calculated non-aeronauticalrevenues for the airport to include the additional non-aeronautical revenues which are earned from theimplementation of the LHR ENR scheme and the non-aeronautical revenues earned from existing airportoperations for years 2014-2050.

A detailed explanation of the AC’s methodology and assumptions used in calculating non-aeronautical revenuesis available in ‘13. Cost and Commercial Viability: Cost and Revenue Identification Heathrow Airport ExtendedNorthern Runway’.

In summary, the approach used by the AC in calculating non-aeronautical revenues is an elasticity basedapproach. In applying this approach, the AC first had to establish the non-aeronautical revenue categories forthe airport such as retail and property rental. An appropriate ‘revenue driver’ (e.g. passenger numbers/Terminal space) was then applied to each category to which a degree of elasticity is assumed.


PwC 51

For instance, the non-aeronautical revenues generated from property rental (e.g. airline lounges) is driven bythe size of the terminal where an elasticity of 20% was applied. In this example, it is assumed that the revenuesgenerated from property rental would increase by 20% for a given increase in terminal size.



Chart 33 presents two cases of the AC’s non-aeronautical revenues as well as HHL’s view of non-aeronauticalrevenues. Note that the AC’s revenues are based on the AoN-CC passenger forecast and HHL’s revenues arebased on their own passenger forecast.

Table 21: HHL – Non-aeronautical revenues


AC assumptions

Inc. risk 44,742 68,420 24,609


HHL assumptions 53,506 83,351 28,720


Chart 33: HHL – Non-aeronautical revenues


The AC’s revenue profiles display noticeable increases in 2026. This coincides with the opening of the new thirdrunway which allows for higher passenger capacity in the airport. It is assumed that this higher passengercapacity will drive increased traffic through the airport increasing non-aeronautical revenues.

As seen in Chart 33, the large increase in HHL’s non-aeronautical revenues occurs in 2023 to coincide withstart of operation of HHL’s runway extension by HHL’s estimates.

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HHL - Non-aeronautical revenues

AC inc. Risk

AC inc. Risk + MitigatedOB

HHL inc. Risk


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The difference between the AC’s forecast of total non-aeronautical revenues, £43,049m when compared toHHL’s estimate of £53,506m is due mainly to:

The difference in elasticity assumptions applied by the AC and HHL;

The difference in revenue growth rate assumptions applied by the AC and HHL;

The AC’s inclusion of OB (HHL does not include OB in its assessment); and

The difference in risk assumptions applied by the AC and HHL.




The ‘Heathrow Hub’, the multi-modal and passenger terminal, which was previously parts of the LHR ENRscheme will now be reviewed separately, as a detachable element of the scheme and hence is not considered inthis report.

Since HHL has assumed that the scheme will be taken on by HAL if selected, the AC has assumed that all corecapex considered in this section will be identical to the core capex assumed for the HAL submission.

Table 22 summarises the scheme and core capex, asset replacement costs, as well as the operating costs overthe assessment period.

Table 22: HHL airport costs

Real (2014 prices) Nominal


Core capex 13,069 21,383

Asset replacement 16,535 33,274

Opex 49,631 92,943


Chart 34: HHL – Capex and Opex


Scheme capex occurs from 2019 to 2035, with only minimal expenditure from 2028 onwards. Capex relating tothe core airport occurs from 2016 to 2036 but peaks towards the latter stages of this period, creating the two

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HHL - Capex and Opex

Opex

Scheme capex

Core capex

Asset replacement


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humped capex profile illustrated in Chart 34. This core capex relates to expenditure that could be expected totake place regardless of whether new runway capacity is developed at the airport. These costs are separate anddistinct from the scheme capex.


The LHR ENR scheme requires surface access expenditure estimated to be £6.3bn (real 2014). Further detailson these costs can be found in ‘13. Cost and Commercial Viability: Financial Modelling Input Costs’.

Chart 35: HHL – Surface Access Costs

Sources: Jacobs

This expenditure could be funded from a combination of public and private sources. It would be customary foran SP to make a contribution to surface access costs. The AC has not taken a view on the level of contributionbut has considered a range of possible outcomes in its analysis. A decision on the level and timing of acontribution would ultimately be made following discussions between the airport and the relevant public sectorbodies. A sensitivity is included in section 4.4.4.1 to demonstrate what the impact of this would be.

4.4.3 Financing

With the exception of asset replacements costs, all capex is assumed to be funded by debt and equity. Assetreplacement costs are funded by operating cash flows.

4.4.3.1 Debt

Debt financing is assumed to be in the form of fixed rate corporate bonds. Assumed pricing has been determinedusing the implied forward curve for 10 year gilt rates. A corporate spread is then added to this curve to arrive atindicative pricing for each of the schemes. These spreads are based on recent market data for a range of comparableindices and corporates, including HAL’s currently trading debt issues18. This analysis shows an average spread ofapproximately 125bps (rounded to the nearest 25bps). Examples of the indices and comparable corporates used forthis analysis can be found in Appendix 3.

A premium of 50bps is then added to reflect the additional project risk introduced by the scheme, future marketuncertainty and the typical additional cost associated with new bonds issues. HAL’s bond pricing is thereforeassumed to be 175bps above the forward curve for 10 year gilt rates.

It is assumed that the bond financing will be used to refinance periodic borrowings under a short termRevolving Credit Facility (RCF) which will be used to provide liquidity between bond issues. A similar approachis adopted for determining indicative pricing for HAL’s RCF, except that an implied forward curve for 6 monthLIBOR is used as the underlying rate.


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HHL – Surface Access Costs


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The average spread for comparable, short-term debt with a credit rating of A- is approximately 100bps. A premiumof 25bps is added to reflect projects risks to give indicative RCF pricing of 125bps above 6 month LIBOR.

4.4.3.2 Equity

Where credit rating requirements or financing covenants prevent bonds being issued, it is assumed anyshortfalls in funding will be met by raising additional equity. ‘Equity’ could be provided in a number of differentforms, such as subordinated debt and pure equity, and still provide the loss-absorbing capital required bysenior lenders.


In determining the rate of return likely to be required by investors, consideration has been given to a number ofcompeting factors for HAL. In particular:






The nature of the existing investors in HAL and likely longer-term investors that might be introduced;






A sensitivity has been run to assess the impact of a 100bps movement in the equity return. Please see section4.4.4.1 below.


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Chart 36: HHL – Capital Expenditure, Operating Costs, Financing Cash Flows, and Taxation


4.4.4 Revenue


Chart 37: HHL – Cash Flows


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HHL – Capital Expenditure, Operating Costs, Financing Cash Flows and Taxation

Debt repayments

Financing costs

Dividends/Equity

Taxation

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Capital expenditure inc. AssetReplacement

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Non-aero revenue


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The aeronautical revenues portion of total revenue is £204,848m (nominal) over the assessment period. Thereal aeronautical charge per passenger, as shown in Chart 38, reaches £29.43 following the second peak incapex in 2034. The average charge per passenger (weighted by number of passengers) is £27.17 from 2014 to2050.

Chart 38: HHL – AoN-CC Aeronautical Charge Profile


The AC forecast of aeronautical charges per passenger is higher than those made by HHL despite the AC’s and

HHL’s passenger demand forecasts are very similar, as shown in Chart 39. This is primarily due to differences

in the assessment of cost (see report ‘13. Cost and Commercial Viability: Financial Modelling Input Costs’).

There are two step increases in the aeronautical charges per passenger profile reflecting the two expansionphases of the LGR ENR. The first peak in the charges in 2024 is due to high capex on major terminal and thirdrunaway works whereas the second peak in 2034 is attributed to further development such as car park works,satellite and other items.

Chart 39: HHL – Comparison between AC and HHL Aeronautical Charges


An aeronautical charge profile was not included in the LHR ENR proposal, however it was stated that the peakcharge would be around £22.00.

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HHL – AoN-CC Aeronautical Charge Profile

AoN-CC

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HHL - Comparison between AC and HHL Aeronautical Charges

AoN-CC

AC PAX

HHL PAX


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Table 23: HHL – Aeronautical Charge Sensitivities

Sensitivities Weighted average

aeronautical

charge (£ real

2014)19

Peak

aeronautical

charge (£ real

2014)

Maximum

increase in

debt

(nominal)

Peak debt

outstanding

(nominal)

Maximum

increase in

equity

(nominal)

Peak equity

outstanding

(nominal)


Capex +10% £28.72 £31.17 £22.4bn £34.1bn £4.7bn £7.3bn

Opex +10% £28.53 £30.93 £20.6bn £32.3bn £3.5bn £6.1bn

Non-aeronautical

revenues -10%

£28.24 £30.63 £20.6bn £32.3bn £3.6bn £6.3bn

All-in cost of debt

+100bps

£28.32 £30.84 £20.6bn £32.3bn £3.7bn £6.4bn

Equity return

+100bps

£28.20 £30.57 £19.4bn £31.1bn £3.0bn £5.7bn


Full private sector

contribution to

surface access

costs

£29.57 £32.37 £26.4bn £38.1bn £4.3bn £7.0bn


19 For the duration of the assessment period (2014 to 2050).


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Chart 40: HHL – Aeronautical Charges per passenger (Sensitivities)






Building a new runway at Heathrow will be a major undertaking. Currently, HAL has around £2.7bn in equityand £11.7bn in debt. The AoN-CC scenario suggests these may need to be increased by around £20.5bn for debtand £3.5bn for equity. Chart 41 shows the increase in debt and equity outstanding compared with the LHR ENRscheme’s capex requirements.

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HHL – Aeronautical Charges per passenger (sensitivities)

AoN - Carbon Capped

Capex +10%

Opex +10%




Inflation +100bps

Private sector contributionfor surface access costs


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Chart 41: HHL – Debt and Equity Balances vs Capital Expenditure


Throughout the assessment period, debt is repaid in line with the scheduled bond maturities. Following themain capex phase (excluding asset replacement), the total debt balance reduces over time.

As shown in Table 23, the required increase in debt and equity could be larger depending on a number offactors. As an example, the sensitivity with the largest increase (full private sector contribution to surface accesscosts) requires an increase to the maximum debt and equity outstanding balances by approximately £26.4bn (to£38.1bn) and £4.3bn (to £7.0bn) respectively.

4.4.6 Demand Scenarios


Chart 42: HHL – passenger demand scenarios


4.4.6.1 Aeronautical Charges


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HHL - Debt and Equity Balances vs Capital Expenditure

Scheme capex

Core capex

Assetreplacement

Debt balance


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AoN-CC

AoN-CT

GG-CT

GF-CC


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Table 24: HHL Demand Scenarios – Aeronautical Charges

£ real (2014) AoN-CC AoN-CT GG-CT GF-CC

Charge peak £29.43 £28.04 £28.05 £30.38




Chart 43: HHL – Aeronautical Charges


These profiles demonstrate the impact that differing demand assumptions and timing of expenditure can haveon the aeronautical charge profile. As an example, the GG-CT scenario requires the majority of capex to happenearlier and in a single phase. This results in an aeronautical charge profile that increases to a higher amount butdoes not require a second ‘step’.

The estimated aeronautical charge profiles included in this report are dependent on the underlyingassumptions and could therefore, in reality, be different for a number of reasons.



Table 25: HHL debt and equity financing requirement

AoN-CC AoN-CT GG-CT GF-CC

Debt requirement £20.5bn £23.4bn £24.9bn £21.3bn

Equity requirement £3.5bn £3.7bn £5.1bn £4.6bn



Demand scenarios with greater capex during the early stages of the assessment period, such as GG-CT, aretherefore unable to draw as much debt. In later stages, capex can be funded by a greater proportion of debt.

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HHL – Aeronuatical Charges

AoN-CC

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GG-CT

GF-CC


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Chart 44: HHL – AoN-CC Cash Flows vs Debt Balance


Chart 45: HHL – AoN-CT Cash Flows vs Debt Balance


(50,000)

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HHL - AoN-CC Cash Flows vs Debt Balance

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HHL - AoN-CT Cash Flows vs Debt Balance

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Net Debt


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Chart 46: HHL – GG-CT Cash Flows vs Debt Balance


Chart 47: HHL – GF-CC Cash Flows vs Debt Balance


(50,000)

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HHL - GG-CT Cash Flows vs Debt Balance

Debt repayments

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Taxation

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Non-aero revenue

Net Debt

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HHL - GF-CC Cash Flows vs Debt Balance

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Non-aero revenue

Net Debt


PwC 63


The LHR ENR scheme could require an increase to the maximum debt and equity outstanding in the order of£26.4bn and £5.1bn respectively. Furthermore, in order to refinance bonds as they reach their scheduledmaturity, HAL would need to access a significant amount of financing over the assessment period to 2050, asshown in Chart 48.

It is unlikely that the GBP bond market alone would have sufficient liquidity to fund this scheme. Therefore,HAL would likely need to issue bonds in a number of different currencies to access such liquidity. HAL’s bondprogramme currently includes GBP, USD, EUR, CAD and CHF bonds.

Chart 48: HHL – Bond Financing Uses


This should be considered in the context of the wider debt and equity markets. The scheme could put HAL on asimilar scale to Network Rail (with long-term debt of c. £35bn) and beyond that of National Grid (c. £25bn),both of which also operate in regulated environments. It should be noted, however, that the LHR ENR schemeis a single infrastructure project compared with the incremental enhancements made to an already significantnetwork of assets for Network Rail and National Grid. The LHR ENR scheme also increases HAL’s debt balanceto a similar level of that of BP, which holds the largest debt balance of any UK corporate (excluding financialentities) with c. £40bn in long-term debt20.

Of these comparable entities, Network Rail’s outstanding debt is guaranteed by the UK government. Thisguarantee made it easier for Network Rail to access a large quantum of financing. From April 2014 NetworkRail has borrowed directly from the UK Government rather than issuing debt in its own name. The LHR ENRscheme would also create an asset base than should be considered alongside a number of other regulatedmarkets, including water (c. £60bn21) and rail (c. £50bn22).

Furthermore, the total size of investment grade bonds issued by UK corporates in 2013 was c. £46bn (2014, todate: £37bn)23.

While the financing for the LHR ENR scheme is to be raised over an extended period, this includes around£28bn from 2022 to 2029 and over £20bn from 2031 to 2035. The debt funding requirement in any given yearpeaks at around £7bn. This is around 15% of the 2013 total bond issuances and larger than the biggest

20 Bureau van Dijk, 13th October 201421 www.ofwat.gov.uk22 Network Rail 2013 Regulatory Financial Statements23 Thomson Reuters EIKON, 10th October 2014

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Bond refinancing

Capex financing


PwC 64

individual bond issue by a UK corporate since 2013 with a value of around £3.5bn (Vodafone: which also has anA- credit rating)23 (a list of all UK corporate bond issuances over £1.5bn since the beginning of 2013 can befound in Appendix 4).

A major challenge for Heathrow relates to the quantum of finance required. The scale of the finance to be raisedwill mean that the financing will have to command returns sufficient to attract a wide range of investors and bestructured in a way to ensure it is of sufficient credit quality.

In order to place the quantum of equity required by the scheme, the actual rate of return may prove to bedifferent to the 9% nominal, pre-shareholder tax rate of return assumed in this report. Similarly, the actualgearing of the company and level of investment grade debt available would only be determined at the time.Both could only be ascertained once the project risks, regulatory structure, prevailing costs and revenueforecasts and likely levels of demand are better understood.

The ability of HAL’s existing investors to meet the full equity requirement or their strategy to broaden theshareholder base would need to be considered. The LHR ENR scheme requires dedication of large amounts ofboth debt and equity capital by individual investors and any concentration restrictions would need to beconsidered. The appetite and capacity of investors (both existing and new) would be an important factor indetermining the price at which financing is available.

The AC’s forecast scenarios do not suggest a high level of demand risk. It is important to note, however, thatthe projected weighted average aeronautical charges range from £25 to £30 per passenger for the assessmentperiod would represent a significant increase from current levels and would be high relative to other global andEuropean comparators.

All of the above puts the LHR ENR scheme at the highest end of the range of financing for infrastructureprojects and is unprecedented for privately financed airports. Achieving such levels of financing would likely bechallenging and very much dependent on the factors outlined above. Furthermore, accessing such a quantumof capital may have an impact on the pricing of both debt and equity. Consultation may inform further analysisof the market capacity and appetite for such levels of financing, including debt, equity and any subsequenthedging requirements.


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5 The aeronautical chargecontext


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5.1 Introduction and Summary

This section is a high level analysis of whether forecast aero charges are likely to influence network decisions byairlines and therefore expose each option to demand risk. It is preliminary in nature and intended to providecontext to the calculation of aero charges under different scenarios/sensitivities considered earlier in thisreport, which may lead to further discussion through the consultation process. Limitations with the analysisundertaken are in part due to restrictions on data available.

The high-level analysis suggests that:

1. The increase in aero charges from the Heathrow Airport Northwest Runway (LHR NWR) or HeathrowAirport Extended Northern Runway (LHR ENR) schemes could further entrench Heathrow’s positionas one of, and possibly the, most expensive airports (at least in terms of aero charges). The increase inaero charges from the Gatwick Airport Second Runway (LGW 2R) scheme would move it from beingcomparable to other European gateways towards something approaching Heathrow’s current aerocharges. It is important to note that this analysis:

i. Is based on Airports Commission’s calculation of aero charges (rather than those provided bythe Scheme Promoters);

ii. Should be viewed in the context that Heathrow is currently capacity constrained and whileGatwick has slightly lower levels of utilisation at present, the Commission’s Interim Report alsoidentifies that this would be similarly constrained by the mid-2020s; and

iii. Assumes that aero charges at other airports remain constant in real terms, although whetherthis will occur in practice depends on a range of factors such as the employment andinvestment programmes of these other airports, their own competitive situations, and theirown regulatory environments.

2. The Gatwick Airport Second Runway (LGW 2R) scheme could result in aero charges rising from 6.8%of average one-way fare (including APD) in 2013/14 to between 11.7% and 13.6% during the period ofour analysis (assuming that the increase in cost is not passed through in the form of higher fares andthat real fares remain constant). The Heathrow Airport Northwest Runway (LHR NWR) scheme couldresult in aero charges rising from 5.1% of average fare revenue in 2013/14 to between 6.7% and 7.8%during the period of our analysis (assuming that the increase in cost is not passed through in the formof higher fares and that real fares remain constant). The Heathrow Airport Extended Northern Runway(LHR ENR) scheme could result in aero charges rising from 5.1% of average fare revenue in 2013/14 tobetween 6.2% and 7.4% during the period of our analysis (again assuming that the increase in cost isnot passed through in the form of higher fares and that real fares remain constant). It should be notedthat in all cases, these increases in aero charges are larger than those suggested by the SchemePromoters.

3. The impact of increased aero charges could be significant when considered in the context of operatingmargins of the airlines which use the airports. The schemes (LGW 2R, LHR NWR and LHR ENR,respectively) are likely to require aero charge funding in their first full year of operation that isequivalent to £270m, £1,180m and £970m (in 2014 prices) greater than is generated in 2014. The wayin which this will be funded is likely to depend on a number of factors such as: the price elasticity ofdemand of passengers; the underlying efficiency of airlines; the commercial flexibility of the airports;government policy; and the operating models of different airlines. The analysis also suggests that aerocharges as a proportion of fare revenue is larger for airlines which operate shorter average sectorlengths.

4. Evidence from the case studies that we considered (in the Netherlands and Spain), as well as historicdifficulties that Manchester and Stansted had in the past in pricing up to their then regulated pricecaps, suggest that the impact on demand of changes in aero charges can be significant. It should,however, be noted for the market conditions faced by the airports in the case studies will likely havebeen different those at Heathrow or Gatwick (now and during the period of our analysis).

5. The position on demand risk is finely balanced. On the one hand, current pricing is a relatively smallcomponent of overall fares, and the current demand levels might be expected to prompt a very limiteddemand response. On the other hand (e.g. based on the size of these charges compared to low margins


PwC 67

and evidence from case studies), demand risk may be more significant. This could be particularlyimportant at Gatwick which currently caters for more low cost traffic (which might be assumed to berelatively price sensitive) and is currently in less of a state of excess demand than is Heathrow.

5.2 Comparison with current aero charges at UK and internationalairports

Chart 49 shows where aero charges at Gatwick and Heathrow lie relative to other comparable airports, with andwithout the relevant capacity expansion. The analysis is based on the range of weighted average aero charges forthe assessment period (2014-2050) calculated by the Airports Commission (i.e. the weighted average chargecalculated for each of the scenarios and sensitivities) rather than those provided by the SPs.

The analysis shows that:

1. Heathrow is already one, and arguably the, most expensive airport in terms of aero charges at airportswithin our sample. This position would be reinforced if the expansion were to be at Heathrow.

2. Gatwick is currently comparable to other European gateways but it moves toward the top if expansionwere there.

It is important to note that this analysis assumes that other airports’ charges remain constant in real terms,although whether this will occur in practice will depend on a range of factors such as whether or not these otherairports also find it necessary to make investments, future passenger levels at these airports and how they areregulated and/or compete with other airports.


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Chart 49 – Average aero charge24 per passenger per airport (based on most recent data available)25

Source: Airport annual reports (2013), Airport Statutory Accounts, Leigh Fisher UK airport Indicators 2012/13, Airports

Commission estimates.

5.3 The relative importance of aero charges to airlines

The impact of aero charges on airlines can be analysed in a number of ways.

For example, current aero charges at each airport are £9.01 for Gatwick and £20.40 for Heathrow. Based onticketing data from Milanamos Planet Optim Future, the current estimated average one-way fare in 2013/14(including Air Passenger Duty26) for passengers at Gatwick and Heathrow are £132 and £40127, respectively.This implies that aero charges are currently up to 6.8% and 5.1% of the average fare at Gatwick and Heathrow,respectively.

24 Average aeronautical revenue per passenger has been calculated using airport regulatory accounts and annualreports. Only group level financial accounts were available for Aeroports de Paris and Fraport, so individualbenchmarks for Paris Charles De Gaulle and Frankfurt were not available. Dubai was excluded from thisanalysis as financial statements are not published.25 For the purposes of consistency the current aero charges for Heathrow and Gatwick are those taken from theAirports Commission model. These are based on the CAA Q6 settlement report and have been uplifted to 2014prices. Charges from the most recent annual reports for Gatwick and Heathrow (i.e. quoted revenue fromcharges by quoted number of passengers) are £8.85 and £21.07 respectively.

LGW 2R min weighted average is LCIK – CT scenario. Max weighted average is AoN-CC capex scenario,+10% sensitivity

LHR NWR min weighted average is AON – CC scenario, inflation +100bps sensitivity. Max weightedaverage is AON-CC scenario, full private sector contribution to surface access costs sensitivity

LHR ENR min weighted average is AON – CC scenario, inflation +100bps sensitivity. Max weightedaverage is AON-CC scenario, full private sector contribution to surface access costs sensitivity.

26 Air Passenger Duty (APD) has been estimated based on the mix of destinations and fare classes for Origin-Destination (OD) passengers originating from LHR and LGW for FY13 and the relevant rates for APD duringthis period. APD is only imposed on departing passengers, therefore only half the rate is included in the one-way fare.27 Note that these fares are average one-way fares to ensure comparability with the level of charges on a perairport passenger basis.

0

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35

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Scheme post-expansion (max weighted average charge) Current (benchmark)


PwC 69

Post expansion, if it were assumed that increases in aeronautical charges presented in Chart 49 cannot bepassed on to passengers, aeronautical charges as a proportion of fare (assuming that fares remain constant inreal terms) could increase from:

6.8% to between 11.7% and 13.6% for LGW 2R;

5.1% to between 6.7% and 7.8% for LHR NWR; and

5.1% to between 6.2% and 7.4% for LHR ENR (see Chart 50).

These ranges are presented graphically in Chart 50.

Chart 50 - Aero charges as a proportion of average fare

It is difficult to draw strong inferences solely from analysis at the fare level but it is worth noting that the annualfunding requirement brought about by the schemes in terms of additional aeronautical revenues is significant.For example, the increase in aeronautical revenues required in the first full year of operation of each scheme28

(as compared with aeronautical revenues that are generated in 2014) is approximately:

£270m (real 2014) LGW 2R; £1,180m (real 2014) LHR NWR; and £970m (real 2014) at LHR ENR.

Ultimately it seems likely that the increase would need to be funded through a combination of sources:

Passengers (e.g. through increased fares); Airlines (e.g. through reduced costs or margins); Airports (e.g. by generating higher commercial or non-aeronautical revenues, or by greater cost

efficiency); or Government policy – it would be a matter for the Government of the day to consider whether any public

sector involvement was appropriate and, if so, what form it might take.

The precise manner in which the increase in aeronautical charges will ultimately be funded will therefore likelydepend on factors such as:

The price elasticity of demand of passengers; The underlying efficiency of airlines; The commercial flexibility of the airports; Government policy; and The operating models of different airlines.

28 2025 for LGW 2R and 2026 for LHR ENR and LHR NWR.

0%

2%

4%

6%

8%

10%

12%

14%

16%

Pre-expansion Post-expansion

LGW 2R

0%

2%

4%

6%

8%

10%

12%

14%

16%


LHR NWR

0%

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6%

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16%


LHR ENR


PwC 70

Chart 51 shows the proportion of average seat revenue which is accounted for by aeronautical related charges29.This shows that the aeronautical related charges are proportionally almost twice the cost impact for the low costcarriers operating with shorter average sector lengths and would imply that these carriers could be moresensitive to changes in aero charges.

Chart 51 - Aeronautical related charges as a proportion of total seat revenue and average sector length

Source: Airline annual reports, airline schedules

5.4 Case studies

While no conclusions are drawn, a number of case-studies are considered in order to understand how demandmay respond to aero charges, although it is very difficult to disentangle the impact of the change in aero chargesfrom other factors.

Stansted Airport increased its charges per passenger by 74% between 2006/07 and 2007/08 following theregulatory review which brought their permissible charges more in line with Gatwick and put Stansted aboveLuton. Between 2006/07 and 2013/14, Stansted’s share of the London air passenger market declined from17.4% to 12.9%. Ryanair, Stansted’s key customer, reduced available seat capacity from Stansted by 8% whilesimultaneously growing its total network by 101%. In the media, Ryanair have often cited increases inaeronautical charges as the reason for reductions in capacity at Stansted30.

The Netherlands Air Passenger Tax was introduced in July 2008 and imposed on departing passengers(transfer passengers are exempt). The tax was levied at the rate of €11.25 for traffic within the EU and fordestinations less than 2,500km away and €45 for all other traffic (apart from transfer passengers and freightwhich were exempt). From the point of view of the airline, a tax can be seen as largely equivalent to an increasein aero charges. Although the impact was clouded by the downturn in the economy, there was a substantialreduction in terminating (origin-destination) passengers around the same time (i.e. by 8-10% more than thedownturn in transfer passengers (see Chart 52). After 12 months the tax was withdrawn, suggesting that the

29 Many airlines in the industry report costs at a level which we describe as “aeronautical related charges”. Aswell as the aero charges imposed on the airline by the airport (landing, passenger and handling), this definitionalso includes en-route navigation charges and government imposed air passenger taxes. While this is asignificantly different definition of charges to the aero charges discussed throughout this report, its use enablesreasonable comparisons to be made between different airlines. Based on Ryanair and Air Berlin (who doseparate out aero charges from aeronautical related charges), the aero charges component is around 56-68% ofthe total aeronautical related charges.30 See for example: http://www.telegraph.co.uk/finance/newsbysector/transport/9904233/Ryanair-to-cut-down-flights-from-Stansted-over-landing-fee-row.html

-

500

1,000

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Aeronautical related charges as % of total revenue Average Sector Length (km)


PwC 71

Dutch government considered that the demand reduction was caused – at least in part – by the tax and appearsto have recovered since. It is important to put this example in the context of the UK market however, where thelevels of Air Passenger Duty, which are well above those that were imposed by the Netherlands, has notstopped demand rising.

Chart 52 - Quarterly change in Passengers at Amsterdam Schiphol Airport and Netherlands Real GDP Growth (compared

to same quarter previous year)

Source: Schiphol Group, OECD

In 2012, charges at AENA’s airports in Spain were increased, with the key airports of Madrid seeing an increaseof 60% and Barcelona of 50%. While Barcelona’s traffic has proven to be relatively resilient (largely as a resultof the growth of Barcelona based carrier Vueling), demand at Madrid has declined significantly over the last 2years (likely due, in part, to restructuring activity at Iberia). This suggests that demand responses to aero chargechanges may be different across different airports, but also highlights the difficulty in assessing precisely whatis caused by the impact of changes in aero charges rather than other factors

It is also worth noting that Manchester and Stansted airports have, at various points in their history, beenunable to price up to their regulated cap31. On the face of it, this suggests that aero charges can be an importantfactor for airlines when considering where to fly.

31 See, for example, page 11 and 12 of the following link:http://webarchive.nationalarchives.gov.uk/20081231144027/http:/www.dft.gov.uk/consultations/archive/2007/consulstatusstansted/decisionstanstedairport.pdfAnother example is given on page 6 of the following link:http://webarchive.nationalarchives.gov.uk/+/http:/www.dft.gov.uk/consultations/archive/2007/consulstatusmanchester/decisionmanchesterairport.pdf


PwC 72

Appendices


PwC 73

Appendix 1 – References

Footnote

reference

Reference Link

1 “Economic regulation of new runway capacity

– a draft policy”

http://www.caa.co.uk/docs/2888/CAP1221.pdf

2 “Economic regulation at Gatwick from

April 2014: Notice granting the licence”

http://www.caa.co.uk/docs/33/CAP1152LGW.pdf

8, 16, 23 Thomson Reuters EIKON, 10th October 2014

9, 17 “Economic regulation at Heathrow from

April 2014: Notice granting the licence”

http://www.caa.co.uk/docs/33/CAP1151.pdf

13, 20 Bureau van Dijk, 13th October 2014

14, 21 Ofwat www.ofwat.gov.uk

15, 22 Network Rail 2013 Regulatory Financial Statements

25 Gatwick Financial Statements 31 March 2014

Heathrow Financial Statements 31 December 2013

http://www.gatwickairport.com/Documents/business_

and_community/investor_relations/Year_End_2014/Gatwick_Airport_Limited_Financial_Statements_31Mar

ch2014.pdf

http://www.heathrowairport.com/static/HeathrowAbo

utUs/Downloads/PDF/Heathrow_Airport_Holdings_L

imited_-_31_December_2013.pdf

30 The Telegraph newspaper 2 March 2013 http://www.telegraph.co.uk/finance/newsbysector/tran

sport/9904233/Ryanair-to-cut-down-flights-from-Stansted-over-landing-fee-row.html

31 Decision on the regulatory status of Stansted Airport

Decision on the regulatory status of Manchester Airport

http://webarchive.nationalarchives.gov.uk/2008123114

4027/http:/www.dft.gov.uk/consultations/archive/2007/consulstatusstansted/decisionstanstedairport.pdf

http://webarchive.nationalarchives.gov.uk/+/http:/www.dft.gov.uk/consultations/archive/2007/consulstatus

manchester/decisionmanchesterairport.pdf


PwC 74

Appendix 2 – Data referencesThe inputs for each scheme and scenario have been sourced from the following files. LeighFisher hasconfirmed that these are the correct files in an email dated 20th October 2014.

GAL HAL HHL

AC scenario

name

AoN Carbon Capped

(AoN-CC)

AoN Carbon Capped

(AoN-CC)

AoN Carbon Capped

(AoN-CC)

Capex & Asset

Replacement

20141014 – Gatwick Airport

v1.xlsx

20141006 – Heathrow Airport v1

– Issued to PwC 20141006 – Heathrow Hub v1

Opex 141016 LF Airport Schemes Opex

v18 – AoN Carbon Capped.xlsx

141014 LF Airport Schemes Opex




Non-aero

revenues

141016 LF Non-aeronautical

Revenue Forecast HAL GALHHub v11_AoN Traffic Carbon

Capped.xlsx



Capped.xlsx



Capped.xlsx

AC scenario

name

AoN Carbon Traded

(AoN-CT)

AoN Carbon Traded

(AoN-CT)

AoN Carbon Traded

(AoN-CT)

Capex & Asset

Replacement


v1.xlsx




v17 AoN Carbon Traded.xlsx





Non-aero

revenues



Traded.xlsx



Traded.xlsx



Traded.xlsx

AC scenario

name

Scenario 3 – Carbon Traded

(LCIK-CT)


(GG-CT)


(GG-CT)

Capex & Asset

Replacement


v1.xlsx




v13, SCEN-3 Carbon Traded.xlsx





Non-aero

revenues


Revenue Forecast HAL GALHHub v12_High Cases Carbon

Traded.xlsx



Traded.xlsx



Traded.xlsx

AC scenario

name

Scenario 4 – Carbon Capped

(GF-CC)


(GF-CC)


(GF-CC)

Capex & Asset

Replacement


v1.xlsx




v15, SCEN-4 Carbon Capped.xlsx





Non-aero

revenues


Revenue Forecast HAL GALHHub v11_Low Cases Carbon

Capped.xlsx



Capped.xlsx



Capped.xlsx


PwC 75

Appendix 3 - Market DataThe following tables provide non-exhaustive examples of comparable indices and corporate entities used toestimate indicative debt pricing for each of the three schemes. This data was sourced from Thomson ReutersEIKON on 25th September 2014.

Short-term debt

Index/Entity Spread overbenchmark

rate

iBOXX GBP non-financials A 1-3y 76bps


iBOXX GBP utilities 1-3 123bps

iBOXX GBP utilities 3-5 153bps

iBOXX GBP non-financials BBB 1-3y 109bps


A-


rate

Heathrow's current 2025 A- debt 120bps



iBOXX GBP utilities 7-10y spread 123bps

iBOXX GBP utilities 10-15y spread 151bps

Thames Water (A-) current 2027 senior debt 130bps

Southern Water (A-/Baa1) current 2025 senior debt 124bps

National Grid (A-) current 2024 senior debt 100bps

BBB+


rate

Gatwick's current 2025 (BBB+) debt 125bps


iBOXX GBP non-financials 10-15y 159bps

UK Power Networks (BBB+) current 2024 debt 126bps


PwC 76

Appendix 4 – Bond issuesThe following table provides a list of investment grade bond issues by UK Corporates since 1 January 2013 witha deal value greater than £1.5bn.

Entity S&P Credit Rating Date32 Deal Value33

SABMiller Holdings Inc BBB+ Jan 2012 £4.3bn

Vodafone Group Plc A- Feb 2013 £3.5bn

GlaxoSmithKline Capital Plc A+ May 2012 £3.0bn

Vodafone Group Plc A- Sep 2014 £2.1bn

BP Capital Markets Plc A Feb 2012 £2.0bn

British Sky Broadcasting Group Plc BBB+ Sep 2014 £2.0bn

Diageo Capital Plc A- Apr 2013 £1.9bn

Rio Tinto Finance (USA) Ltd A- Aug 2012 £1.9bn

NGG Finance plc BBB Mar 2013 £1.9bn

BP Capital Markets plc A Nov 2012 £1.8bn

GlaxoSmithKline Capital Inc A+ Mar 2013 £1.8bn

BP Capital Markets plc A May 2013 £1.8bn

BP Capital Markets plc A May 2012 £1.8bn

Imperial Tobacco Finance plc BBB Feb 2014 £1.8bn

Rio Tinto Finance (USA) Ltd A- Jun 2013 £1.8bn

BP Capital Markets plc A Feb 2014 £1.6bn

BP Capital Markets plc A Sep 2014 £1.6bn

Tesco Corporate Treasury Services plc BBB+ Jun 2014 £1.6bn

Diageo Capital plc A- May 2012 £1.5bn

Sources: Dealogic, 6th October 2014

32 Deal pricing date33 Dealogic provides a EUR deal value. This has been converted to GBP using a rate of 0.785 EUR:GBP. Ifmultiple tranches were issued as part of the same deal, this is the total deal value.


PwC 77

Appendix 5 – Aero charges benchmarksChart 53 shows aeronautical revenues on a per passenger basis based on the most recent publicly availablefinancial data for airports (or groups) which report aeronautical revenue. It shows that Heathrow is the airportwith the highest charges in our sample, while Gatwick is toward the middle and comparable to other Europeangateways.

Chart 53– Aeronautical revenue per passenger at benchmark airports34

Sources: Airport annual reports 2013, Leigh Fisher UK Airport indicators 2012/13

As not all airports publish information on aeronautical revenues, the analysis below shows comparisons basedon published charges for particular aircraft. The benchmarks35 are built up based on the published unit chargesfor airfield and terminal usage combined with assumptions on aircraft maximum take-off weight, seat capacityand passenger load factors to calculate the level of charge per aircraft turnaround. Based on a Boeing 747-400(Chart 54 - ), Heathrow is still the most expensive airport. This remains the case when the analysis is based on a737-800 (with airports sorted in the same order), although there are significant variations in price.

34 Based on most recent data available. Only group level financial accounts were available for Aeroports deParis and Fraport therefore individual airport benchmarks for Charles de Gaulle and Frankfurt were notavailable. Dubai was excluded from this analysis as financial statements are not published. For the purposes ofconsistency the current aero charges for Heathrow and Gatwick are those taken from the Airports Commissionmodel. These are based on the CAA Q6 settlement report and have been uplifted to 2014 prices. Charges fromthe most recent annual reports for Gatwick and Heathrow (i.e. quoted revenue from charges by quoted numberof passengers) are £8.85 and £21.07 respectively.35 Source: Air Transport Research Society.

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es

/p

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(£)

Current (scheme) Current (benchmark)


PwC 78

Chart 54 - Published charges for Boeing 747-400 and 737-800 (combined landing and terminal charges with baggage and

check-in) per landing36

Sources: Air Transport Research Society, 201337.

Chart 55 – Average aero charge per passenger per airport (based on most recent data available)

Chart 55 transposes the estimate of future aeronautical charges per passenger calculated by the AirportsCommission onto the analysis in Chart 53. Note that this analysis does not take into account changes at otherairports which may result in increases or reductions in charges at these airports.

36 Excludes government imposed air passenger taxes.37 Coding is as follows: LHR (Heathrow); LCY (London City); NRT (Narita; coding distinguishes betweenTerminal 1 North, Terminal 1 South and Terminal 2); AMS (Schiphol); JFK (John F Kennedy); LGW (LondonGatwick); MAN (Manchester); DUB (Dublin Airport; ORY (Paris Orly); CDG (Charles de Gaulle); STN(Stansted); EDI (Edinburgh); GLA (Glasgow); LTN (Luton); DXB (Dubai); FRA (Frankfurt); BCN (Barcelona);MAD (Madrid)

$0

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US

Dp

er

lan

din

g

Boeing 747 - 400 Boeing 737 - 800


PwC 79

Chart 55 – Average aero charge38 per passenger per airport (based on most recent data available)39

Source: Airport annual reports (2013), Airport Statutory Accounts, Leigh Fisher UK airport Indicators 2012/13, Airports

Commission estimates.

It is important to note that:

The data used in Chart 55 has been taken from a variety of sources. Where possible we have used data

from annual reports; where this has not been possible for UK airports we have used data from the 2012

LeighFisher report40. The projected (post-expansion) charges for Heathrow and Gatwick have been

taken from the analysis of aeronautical charges set out in previous sections of this report;

The analysis in Chart 53 is based on data from the Air Transport Research Society; and

The analysis does not take account of the mix of carriers or fleet at any given airport.

38 Average aeronautical revenue per passenger has been calculated using airport regulatory accounts and annualreports. Only group level financial accounts were available for Aeroports de Paris and Fraport, so individualbenchmarks for Paris Charles De Gaulle and Frankfurt were not available. Dubai was excluded from thisanalysis as financial statements are not published.39 For the purposes of consistency the current aero charges for Heathrow and Gatwick are those taken from theAirports Commission model. These are based on the CAA Q6 settlement report and have been uplifted to 2014prices. Charges from the most recent annual reports for Gatwick and Heathrow (i.e. quoted revenue fromcharges by quoted number of passengers) are £8.85 and £21.07 respectively.

LGW 2R min weighted average is LCIK – CT scenario. Max weighted average is AoN-CC capex scenario,+10% sensitivity

LHR NWR min weighted average is AON – CC scenario, inflation +100bps sensitivity. Max weightedaverage is AON-CC scenario, full private sector contribution to surface access costs sensitivity

LHR ENR min weighted average is AON – CC scenario, inflation +100bps sensitivity. Max weightedaverage is AON-CC scenario, full private sector contribution to surface access costs sensitivity.

40 Leigh Fisher, ‘UK Airports Performance Indicators’, 2012-13

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35

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Appendix 6 – Case studies on changes in aeronautical chargesWhile no conclusions are drawn, there are a number of recent examples where a step increase in aeronauticalcharges has been associated with a downward shift in demand. It is, however, difficult to disentangle the impactof changes in the level of aeronautical charges at an airport from the impact of the wide range of other factorsthat influence demand.

Stansted Airport

A step increase in aeronautical revenue per passenger earned by Stansted Airport between 2006/07 and2007/08 of 74% followed the increased cap as a result of the Q5 regulatory review and coincided with the onsetof a loss of market share of London airport passenger traffic for the airport.

Chart 56 shows Stansted’s aeronautical revenue per passenger compared with the lowest aeronautical revenueper passenger across the London airports (i.e. Luton) along with Stansted’s share of total London terminalpassengers41. Since the step increase in charges, Stansted’s share of London airport passengers has beendeclining. This may be driven by a variety of factors, one of which is the cost to operate from the airport andcompetition from other airports.

Chart 56 – Aero revenue per passenger and Stansted’s share of London passenger traffic42

Source: Regulatory Accounts for Heathrow, Gatwick and Stansted (until 2012/13), Leigh Fisher UK Airport Indicator

reports, Airport annual reports and financial accounts, CAA passenger statistics.

Ryanair is Stansted’s key airline customer, making up almost 80% of scheduled capacity in 2013/14. Low costcarriers and point-to-point airlines, such as Ryanair and easyJet, can reasonably be assumed to place moreemphasis on airport charges than network carriers (e.g. because they operate a generally low cost businessmodel and sink less investment at the airports which they use). Such carriers therefore tend to have a relativelylower tipping point than other carriers in terms of how increased costs affect their decision to operate from anairport (although this is also driven by the price sensitive nature of leisure passengers, the demographic LCCspredominantly serve). This is highlighted by the frequent clashes between Stansted Airport and Ryanair overlanding charges, with the low cost carrier repeatedly threatening to remove aircraft and deploy them tocompeting airports if planned increases in landing charges went ahead43.

The growth of Ryanair’s network compared with its growth at Stansted indicates that the airline no longerfocuses their growth at the airport. Ryanair has been growing seat capacity substantially over the last decade

41 Airports included are London Heathrow, Gatwick, Luton, Stansted and London City. Southend has beenexcluded from the analysis given that commercial operations have only recently commenced and the scale ofoperation is much lower compared with the other five airports.42 Year ending 31 March. Numbers are nominal figures.43 http://www.theguardian.com/business/2007/aug/01/theairlineindustry.travel

0%

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)

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rs


PwC 81

with an increase in total seat capacity of 238.7% between 2004/05 to 2013/14 across its entire network but only15.5% over the same period at Stansted. In absolute terms, Ryanair’s seat capacity at Stansted peaked in2007/08 at 9.8m and has since declined to 8.5m in 2013/14.

Chart 57 – Ryanair’s seat capacity at Stansted compared with the rest of its network

Source: PlanetOptim Future

Netherlands Air Passenger Tax

The Netherlands Government introduced an air passenger tax on 1 July 2008 as part of the 2008 national taxplan aimed at ‘greening’ the tax system. The tax was applied to departing passengers at a rate of €11.25 for EUand destinations up to 2,500km and €45 for all other destinations (transfer passenger and freight shipmentswere exempt from the tax). Such a tax is equivalent, from the point of view of passengers/airlines to an increasein charges. The tax was seen to have a detrimental impact on the industry and, as part of the DutchGovernment’s “Economic Crisis and Recovery Plan”, the tax was set to zero as at 1 July 2009, and abolished asof 1 January 2010.

A study undertaken by KiM Netherlands Institute of Transport Policy Analysis in February 2011 concluded that“the air passenger tax has had a decidedly negative effect on the number of Dutch passengers departing fromairports in the Netherlands; specifically, from Amsterdam Airport Schiphol. Passengers have instead opted toprimarily use Düsseldorf, Weeze and Brussels airports. The air passenger tax served to reinforce twodevelopments that were already occurring: passengers, especially those from the Netherlands' eastern andsouthern regions, increasingly depart from foreign airports, and passengers increasingly use low-costairlines, such as Ryanair and easyJet. The expectation is that not all Dutch passengers who use foreignairports will 'return' to Dutch airports, although this could change owing to the implementation of a 'tickettax' in Germany, as well as by measures taken by Amsterdam Airport Schiphol to help lower costs44.”

Prior to the tax being introduced, the impacts were estimated by KiM. For Amsterdam Schiphol airport, the taxwas estimated to dampen passenger demand by 8-10% and flight movements by 7-8%. For regional airports,the impact of the tax on passengers was estimated to be 11-13%.

There were, of course, a number of factors influencing air passenger traffic following the introduction of the taxon 1 July 2008, namely the economic downturn, the increased prevalence of low cost carriers and increased use

44 KiM Netherlands Institute of Transport Policy Analysis (an independent Institute within the Dutch Ministryof Infrastructure and the Environment), “Effects of the Air Passenger Tax. Behavioural responses of passengers,airlines and airports”, February 2011.

-

20

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60

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Rest of Network

STN

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ilab

leS

ea

ts(M

illi

on

s)

25% 21% 19% 16% 13% 11% 9% 8% 8% 8%


PwC 82

of regional airports as well as foreign exchange rate and oil price fluctuations – and it is difficult disentangle theimpact of the tax from these other factors.

Chart 58- Quarterly Passenger Growth at Amsterdam Schiphol Airport and Netherlands Real GDP Growth (compared to

same quarter previous year)

Source: Schiphol Group, OECD

Aeropuertos Españoles y Navegación Aérea (AENA)

Spain’s airport operator AENA has seen an overall decline in passengers across their airports between 2011 and2013 which has coincided with a number of events including:

A struggling national economy (particularly the construction and property sectors);

Consolidation and reduction in capacity of the country’s flag carrier, Iberia, since the merger of BritishAirways and Iberia to form IAG in January 2011;

The collapse of former Spanish airline, Spanair in January 2012;

The introduction of a new departure tax in July 2012; and

An increase in AENA’s airport charges in 2012.

Chart 59 shows the evolution of AENA’s airport passengers and air traffic revenue per passenger between 2008and 2013. AENA’s annual accounts show that its average air traffic revenue per passenger increased by 36.9%between 2011 and 2013 to reach €11.59. Over the same period, passenger traffic fell by 8.3% (20% at Madrid)and GDP fell by 2.8% in real terms.


PwC 83

Chart 59– AENA passengers and airport charges revenue

Source: AENA, PwC analysis.

Chart 60 shows that Spain’s traffic has declined relative to other major EU aviation markets, even comparedwith those where the economy has contracted in real terms between 2011 and 2013. Italy was the only otherWestern European country observing a drop in passenger numbers over the period.

Chart 60- Percentage change in total air passengers and real GDP between 2011 and 2013 for Western European

Countries

Source: Eurostat, IMF, PwC analysis.

Published charges at the country’s two largest airports of Madrid Barajas and Barcelona El Prat increased byaround 60% and 50% respectively in 2012 – with per passenger charges nearly doubling between 2011 and2012. Chart 61 provides information on the changes in published charges from 2011 to 2014 for Madrid andBarcelona airports for the two key components of aeronautical charges – the landing charge and terminalpassenger charge.

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PwC 84

Chart 61– Published Landing and Passenger Charges for Madrid and Barcelona45

Source: IATA charges monitor.

Chart 62 shows the change in scheduled seat capacity from Madrid, Barcelona and total AENA airports between2011 and 2013. It shows the reduction in capacity by Iberia of around 8 million seats, which is due to arestructuring of their network following the merger with British Airways and the growth of Iberia Express andVueling, which are both part of the parent group IAG. There was a significant decline in capacity attributed tothe collapse of Spanair – reducing available capacity in the market by around 8 million seats between 2011 and2013. Ryanair has been openly critical about the introduction of the airport tax and increases in charges atSpanish airports and appears to have reacted by reducing capacity by around 1.9 million seats between 2011 and2013, 1.1 million of which were at Madrid Airport.

Chart 62– Change in available seat capacity from Spanish airports between 2011 and 201346

Source: Milanamos PlanetOptim Future Capacity Report.

45 This includes only key components of the aeronautical charges schedule of landing charges and passengercharges. Note that this excludes security, PRM, boarding bridge and check-in charges.46 Based on top 10 airlines by seat capacity at AENA airports in 2011. Domestic seats are double counted in totalAENA.

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MAD - 2011 MAD - 2012 MAD - 2013 MAD - 2014 BCN - 2011 BCN - 2012 BCN - 2013 BCN - 2014

Landing charge (per tonne) Passenger charge EEA (per departing passenger)

Passenger charge Non-EEA (per departing passenger)

Un

itra

te(E

UR

)

-10

-8

-6

-4

-2

-

2

4

6

Ryanair Iberia Vueling AirEuropa

Spanair AirNostrum

easyJet Air Berlin NAYSA NIKI OtherAENA

MAD

BCN

Chan

ge

inse

atca

pac

itybe

twee

n20

11an

d20

13(m

illio

ns)


PwC 85

Following the decline in passengers observed in 2012 and 2013, AENA has decided to introduce an airportcharge discounting scheme to incentivise airlines to grow traffic.

While it is difficult to draw conclusions on the impact of the increase in airport charges, there is a correlationbetween the increase in charges and the decline in traffic. Moreover, the fact that AENA has since introduced anincentive scheme suggests that it considers that airlines do indeed respond to aero charges.

This document has been prepared only for the Airports Commission and solely for the purpose and on the terms agreed

with them.

© 2014 PricewaterhouseCoopers LLP. All rights reserved. 'PricewaterhouseCoopers' refers to PricewaterhouseCoopers

LLP (a limited liability partnership in the United Kingdom) or, as the context requires, other member firms of

PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity."

141015-093058-RP-UK